AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 33-61603
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE TODD-AO CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1679856
(State of incorporation) (I.R.S. Employer Identification Number)
900 N. SEWARD STREET
LOS ANGELES, CALIFORNIA 90038
(Address, including zip code of Registrant's principal executive offices)
1995 STOCK OPTION PLAN
(Full titles of Plans)
SILAS R. CROSS
VICE PRESIDENT/TREASURER
THE TODD-AO CORPORATION
900 N. SEWARD STREET
LOS ANGELES, CALIFORNIA 90038
PHONE (213) 962-4020
(Name, address and telephone number, including area code, of agent for service)
Copy to:
DAN MALSTROM
ATTORNEY AT LAW
8 VIOX WAY
SAN RAFAEL, CALIFORNIA 94901-2660
PHONE (415) 485-9251
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee(1)
<S> <C> <C> <C> <C>
Class A 10,000 $ 5.00 50,000 15
Common Stock
Class A 10,000 $ 5.25 52,500 16
Common Stock
Class A 120,000 $ 5.50 660,000 200
Common Stock
Class A 220,900 $ 5.625 124,256 377
Common Stock
Class A 25,000 $ 5.875 146,875 45
Common Stock
Class A 14,500 $ 7.125 103,313 31
Common Stock
Class A 30,000 $ 9.125 273,750 83
Common Stock
Class A 20,000 $ 9.25 185,000 56
Common Stock
Class A 238,500 $10.50 2,504,250 759
Common Stock
Class A 34,000 $11.00 374,000 113
Common Stock
Class A 177,100 $ 9.56(2) 1,693,519(2) 513(2)
Common Stock
Total 900,000(3) $7,285,769 $ 2,208(4)
</TABLE>
(1) Based on the prices at which options may be exercised, except as otherwise
indicated.
(2) Estimated solely for purposes of calculating the registration fee, based
on the average bid and asked prices as of July 21, 1997, as provided by
Rule 457.
(3) Includes 600,000 shares previously registered.
(4) Of this amount, $1,500 has been previously paid and $708 is paid with
this filing.
THE TODD-AO CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
The original Registration Statement No. 33-61603 related to
600,000 Class A Shares. As set forth in Todd-AO's Proxy Statements and
other periodic reports which are incorporated by reference in the
Registration Statement: (i) the number of shares reserved for issuance
under the 1995 Plan has increased to 900,000 and (ii) the administrative
provisions of the 1986 Plan have been amended in several respects.
This Post-Effective Amendment No. 1 is filed to include the additional
shares and to update the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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<CAPTION>
Exhibit
Number Description
<S> <C>
4.1* 1995 Stock Option Plan, as originally adopted.
4.1 (a)*** Amendment and Restatement of Section 6.1 (Composition of
Committee)
4.1 (b)*** Amendment and Restatement of Section 8 (Assignability)
4.2** Form of Incentive Stock Option Agreement under the
1995 Stock Option Plan.
4.3.** Form of Nonqualified Stock Option Agreement under the
1995 Stock Option Plan.
5.1*** Opinion of Dan Malstrom, Attorney at Law, as to legality of
securities being registered.
23.1*** Consent of Deloitte & Touche LLP
23.2*** Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see below).
- --------------------------
** Incorporated by reference from the Company's Proxy Statement dated January 3,
1995.
** Incorporated by reference from the Registration Statement, on Form S-8,
filed on August 4, 1995 (Registration No. 33-61603).
*** Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Todd-AO
Corporation, a corporation organized and existing under the laws of the State
of Delaware, 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
Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on
July 1, 1997.
THE TODD-AO CORPORATION
By: /s/ Salah M. Hassanein
Salah M. Hassanein
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Salah M. Hassanein, Silas R. Cross,
Coburn T. Haskell and W. R. Strickley, jointly and severally, acting alone or
together, as his attorneys-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to the Registration
Statement on Form S-8 (Registration No. 33-61603), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
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.
Signature Title Date
/s/ W. R. Strickley
(W. R. Strickley) Chief Financial Officer July 1, 1997
and Senior Vice President
(Principal Financial and
Accounting Officer)
/s/Silas R.
Cross Vice President/Treasurer July 7, 1997
(Silas R.
Cross)
*/s/Coburn T. Vice President/Controller July 7, 1997
Haskell
(Coburn T. Haskell)
*/s/ A. C. Director July 7, 1997
Childhouse
(A. C.
Childhouse)
*/s/J. R.
DeLang Director July 7, 1997
(J. R.
DeLang)
/s/David
Haas Director July 1, 1997
(David Haas)
*/s/Richard C.
Hassanein Director July 7, 1997
(Richard C.
Hassanein)
*/s/ Salah M.
Hassanein Director July 7, 1997
(Salah M.
Hassanein)
*/s/Herbert L.
Hutner Director July 7, 1997
(Herbert L.
Hutner)
*/s/ Christopher Director July 7, 1997
D. Jenkins
(Christopher D.
Jenkins)
*/s/ Robert I. Director July 7, 1997
Knudson
(Robert I.
Knudson)
/s/ David P.
Malm
(David P. Director July 2, 1997
Malm)
Director July , 1997
(Marshall
Naify)
*/s/Michael S.
Naify Director July 7, 1997
(Michael S.
Naify)
*/s/Robert A.
Naify Director July 7, 1997
(Robert A.
(Naify)
/s/Arthur F.
Pierce
(Arthur F. Director July 2, 1997
Pierce)
*/s/ Zelbie
Trogden Director July 7, 1997
(Zelbie
Trogden)
*By /s/ Silas R. Cross
(Silas R. Cross)
Attorney in Fact
</TABLE>
Exhibit 4.1 (a): Amendment and Restatement of Section 6.1 (Composition of
Committee) (approved by the stockholders on February 25, 1997):
"Composition of Committee. The Plan shall be administered by a Committee to
be appointed by the Board of Directors of the Company. The Committee shall
consist of at least two directors who are "Non-Employee Directors" within the
meaning of Exchange Act Rule 16b-3. The Committee shall be entitled to
take any action which it deems appropriate to comply with Exchange Act
Rule 16b-3 and related provisions (as presently existing or hereafter
amended), including without limitation submission of any transaction to the
entire Board of Directors or the shareholders for approval."
Exhibit 4.1(b): Amendment and Restatement of Section 8 (Assignability)
(approved by the stockholders on February 25, 1997):
"ASSIGNABILITY. No Incentive Option shall be assignable or transferable
by the optionee except by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code.
During the lifetime of the optionee, the Incentive Option shall be
exercisable only by the optionee, and no other person shall acquire any
rights therein. The Committee in its absolute discretion may permit
assignment of the vested portion of any Non-Qualified Stock Option
outstanding under the Plan."
Exhibit 5.1
Dan Malstrom
Attorney at Law
8 Viox Way
San Rafael, CA 94901-2660
Phone 415 485 9251
Fax 415 457 4477
July 21, 1997
The Todd-AO Corporation
900 N. Seward Street
Los Angeles, California 90038
RE: POST EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I have examined Post Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration No. 33-61603) to be filed by you
with the Securities and Exchange Commission on or about July 22, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 900,000 shares of
your Class A Common Stock (the "Shares") reserved for issuance under the
1995 Stock Option Plan (the "Plan"). As your legal counsel, I have examined
the proceedings taken and are familiar with the proceedings proposed to be
taken by you in connection with the sale and issuance of the Shares under
the Plan.
It is my opinion that, when issued and sold in the manner referred to in the
Plan and pursuant to the respective agreements which accompany each grant
under the Plan, the Shares will be legally and validly issued, fully paid
and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of my name wherever it appears in
the Registration Statement and any amendment thereto.
Very truly yours,
/s/ Dan Malstrom
Dan Malstrom
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post Effective Amendment
No. 1 to Registration Statement No. 33-61603 of the Todd-AO Corporation on
Form S-8 of our report dated October 18, 1996, appearing in the annual report
on Form 10-K of The Todd-AO Corporation for the year ended August 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
July 11, 1997
