TODD AO CORP, S-8, 2000-04-14

TODD AO CORP
S-8, 2000-04-14
ALLIED TO MOTION PICTURE PRODUCTION

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<PAGE> 1

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

-------------------

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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

900 N. Seward Street 90038
Hollywood, California (Zip Code)
(Address of Principal Executive Offices)

The Todd-AO Corporation 1997 Stock Option Plan
The Todd-AO Corporation 1995 Stock Option Plan
The Todd-AO Corporation 1986 Stock Option Plan

(Full title of the plans)

Salah M. Hassanein
President and Chief Executive Officer
900 N. Seward Street
Hollywood, California 90038

(Name and address of agent for service)

(858) 509-9100
(Telephone Number, Including Area Code, of Agent for Service)

Calculation of Registration Fee

<TABLE>
<CAPTION>
====================================================================================================================
Amount of
Title of Securities to Amount to be Proposed maximum offering Proposed maximum registration
be registered registered(1) price per share(2) aggregate offering price (2) fee
====================================================================================================================
<S> <C> <C> <C> <C>
Class A
Common Stock, $.01 par
value 457,021 $15.188 $5,113,488.55 $1,349.96
====================================================================================================================
</TABLE>

1. Plus such additional number of shares ad may hereafter become issuable
pursuant to the antidilution provisions of the Plans.

2. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The
offering price per share and aggregate offering price are the actual
exercise prices, for shares subject to outstanding options granted under
the Plans, as follows:

Amount to be Offering price Aggregate
registered per share offering price
------------- -------------- --------------

11,000 4.500 49,500.00
100,350 4.725 474,153.75
132,000 4.950 653,400.00
142,900 5.062 723,359.80
5,500 5.292 29,106.00
5,000 7.125 35,625.00
600 7.625 4,575.00
255,471 8.000 2,043,768.00
20,000 8.500 170,000.00
8,000 8.563 68,504.00
10,000 9.500 95,000.00
5,000 9.750 48,750.00
4,000 9.825 39,300.00
10,000 10.250 102,500.00
8,200 10.500 86,100.00
15,000 10.938 164,070.00
2,000 11.000 22,000.00
5,000 11.875 59,375.00
6,000 13.750 82,500.00
2,000 13.875 27,750.00
5,000 14.680 73,400.00
4,000 15.188 60,752.00
------------
5,113,488.55
============

<PAGE> 2

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The documents containing the information specified in this Item have been
sent or given to directors, officers and employees who have been granted options
to purchase shares of Common Stock, $.01 par value, in Todd-AO Corporation
("Options") under The Todd-AO Corporation 1997 Stock Option Plan, The Todd-AO
Corporation 1995 Stock Option Plan, and The Todd-AO Corporation 1986 Stock
Option Plan, and are not being filed with, or included in, this Registration
Statement on Form S-8 (the "Registration Statement") in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").

Item 2. Registration Information and Employee Plan Annual Information

The documents containing the information specified in this Item have been
sent or given to directors, officers and employees who have been granted Options
and are not being filed with, or included in, this Registration Statement in
accordance with the rules and regulations of the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents, which have been heretofore filed with the
Commission by The Todd-AO Corporation, a Delaware corporation (the
"Registrant"), are incorporated by reference in this Registration Statement:

(a) (i) The Registrant's annual report on Form 10-K for the fiscal year
ended August 31, 1999 (File Number 000-01461), filed with the Commission on
December 10, 1999.

(ii) Form 10-K/A for the fiscal year ended August 31, 1999, filed with
the Commission on January 11, 2000.

(b) (i) The Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended November 30, 1999, and February 29, 2000, filed with the
Commission on January 13, 2000, and April 14, 2000, respectively.

(ii) The Registrant's current report on Form 8-K, dated December 10,
1999, filed with the Commission on December 22, 1999.

(iii) The Registrant's preliminary proxy statement, filed with the
Commission on a confidential basis on March 10, 2000.

1
<PAGE> 3

(c) (i) The description of the Registrant's Common Stock contained in the
Registrant's information statement on Form 14C, filed with the Commission on May
6, 1996.

(ii) The description of the Registrant's Common Stock, as proposed to
be reclassified, contained in the Registrant's preliminary proxy statement,
filed with the Commission on a confidential basis on March 10, 2000.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post- effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses (including attorneys' fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in
connection with the defense of any action, suit or proceeding in parties by
reason of their serving or having served in such capacity. The DGCL provides,
however, that such person must have acted in good faith and in a manner he or
she reasonably believed to be in (or not opposed to) the best interests of the
corporation and, in the case of a criminal action, such person must have had no
reasonable cause to believe his or her conduct was unlawful. In addition, the
DGCL does not 3 permit indemnification in an action or suit by or in the right
of the corporation, where such person has been adjudged liable to the
corporation, unless, and only to the extent that, a court determines that such
person fairly and reasonably is entitled to indemnify for expenses the court
deems proper in light of liability adjudication. With respect to present or
former directors and officers, indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

The Company's Certificate of Incorporation and Bylaws (the "Bylaws")
provide for mandatory indemnification of directors and officers generally to the
same extent authorized by the DGCL. Under the Bylaws, the Company shall advance
expenses incurred by an officer or director

2
<PAGE> 4

in defending any such action if the director or officer undertakes to repay such
amount if it is determined that he or she is not entitled to indemnification.
The Company has obtained directors' and officers' liability insurance.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

4.1 The Todd-AO Corporation 1997 Stock Option Plan, as amended
4.2 The Todd-AO Corporation 1995 Stock Option Plan, as amended
4.3 The Todd-AO Corporation 1986 Stock Option Plan, as amended
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding
the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Greenberg Glusker Fields Claman & Machtinger LLP (contained
in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof).

Item 9. Undertakings

(a) The 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 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee" table in the effective
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;

3
<PAGE> 5

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
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 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, 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 hereby which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

4
<PAGE> 6

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 of 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 Solana Beach, State of California, on this 27th day
of March, 2000.

THE TODD-AO CORPORATION

By: /s/ SALAH M. HASSANEIN
-----------------------------------------
Salah M. Hassanein
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Salah M. Hassanein and Judi M. Sanzo his true and
lawful attorneys-in-fact and agents, each acting alone, 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, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes may lawfully do or cause to be done by virtue thereof.

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.

Name Title Date
---- ----- ----
<S> <C> <C>

/s/ SALAH M. HASSANEIN President and Chief Executive March 27, 2000
- ------------------------- Officer (principal executive
Salah M. Hassanein officer)

/s/ SILAS R. CROSS Vice President and Treasurer April 7, 2000
- ------------------------- (principal financial and accounting
Silas R. Cross officer)

/s/ DAVID HAAS Director April 7, 2000
- -------------------------
David Haas

/s/ RICHARD HASSANEIN Director April 7, 2000
- -------------------------
Richard Hassanein
</TABLE>

5
<PAGE> 7

Name Title Date
---- ----- ----
<S> <C> <C>

/s/ HERBERT L. HUTNER Director April 7, 2000
- -------------------------
Herbert L. Hutner

/s/ ROBERT I. KNUDSON Director April 7, 2000
- ------------------------
Robert I. Knudson

/s/ DAVID P. MALM Director April 7, 2000
- ------------------------
David P. Malm

/s/ MARSHALL S. NAIFY Director April 7, 2000
- ------------------------
Marshall Naify

/s/ MICHAEL S. NAIFY Director April 7, 2000
- ------------------------
Michael S. Naify

/s/ ARTHUR F. PIERCE Director April 7, 2000
- ------------------------
A. Frank Pierce

/s/ SYDNEY POLLACK Director March 21, 2000
- ------------------------
Sydney Pollack

/s/ ZELBIE TRAGDEN Director April 7, 2000
- ------------------------
Zelbie Tragden

</TABLE>

6
<PAGE> 8

EXHIBIT INDEX
Exhibits

4.1 The Todd-AO Corporation 1997 Stock Option Plan, as amended
4.2 The Todd-AO Corporation 1995 Stock Option Plan, as amended
4.3 The Todd-AO Corporation 1986 Stock Option Plan, as amended
5.1 Opinion of Greenberg Glusker Fields Claman & Machtinger LLP regarding
the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Greenberg Glusker Fields Claman & Machtinger LLP
(contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof).

<PAGE> 1

EXHIBIT 4.1

THE TODD-AO CORPORATION
1997 STOCK OPTION PLAN

1. PURPOSE. This 1997 Stock Option Plan is intended to provide long term
incentives to key Company personnel in the form of options to purchase shares of
the Company's Class A Common Stock.

2. DEFINITIONS. The following terms shall have the indicated meanings:

2.1. Act. "Act" shall mean the Securities Act of 1933, as amended.

2.2. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.3. Company. "Company" shall include the Todd-AO Corporation and any of
its subsidiary corporations which meet the definition set forth in Section
425(f) of the Code.

2.4. Committee. "Committee" shall mean the Committee appointed by the Board
of Directors to administer the Plan.

2.5. Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

2.6. Fair Market Value. "Fair Market Value" shall be the last sale price in
the NASDAQ National Market System on a given date as published in the Wall
Street Journal or if no report is available for such date, the next preceding
date for which a report is available. If the shares are hereafter listed on one
or more securities exchanges, "fair market value" thereafter shall be the
highest closing price on any exchange for the date in question, or if such date
is not a trading date, the next preceding trading date.

2.7. Incentive Options. "Incentive options" shall be those options
described in Section 422(a) of the Code.

2.8. Non-Qualified Options. "Non-qualified options" shall mean options
which are not incentive options.

2.9. Shares. Unless the context otherwise requires, "shares" shall mean the
shares of the Company's Class A Stock.

<PAGE> 2

Class A Stock, unless an adjustment is required by Section 12. To the extent
that options granted under the Plan terminate, expire or are canceled prior to
exercise, new options may be granted with respect to such shares.

4. ELIGIBILITY. Options may be granted under the Plan to any director, employee,
prospective employee or consultant to the Company. The Committee shall
determine, within the limitations of the Plan, the persons to whom options are
to be granted and the exercise price, vesting schedule and other terms of the
option. Each option shall be evidenced by a written agreement between the
Company and the optionee.

5. APPROVAL OF SHAREHOLDERS. The Plan shall be subject to the approval of a
majority of the total combined votes of all outstanding shares of stock entitled
to vote. Options granted prior to such approval shall not become exercisable
unless and until such approval is obtained.

6. ADMINISTRATION.

6.1. 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.

6.2. Non-Uniform Determinations. The Committee's determinations under the
Plan need not be uniform and may be made by it selectively among persons who
participate (or who are eligible to participate) in the Plan, whether or not
such persons are similarly situated. Without limiting the generality of the
foregoing, the Committee shall be entitled to make non-uniform and selective
determinations as to the amount and terms of options and leaves of absence.

6.3. Interpretation of Plan. The Committee shall have the power to
interpret and construe the Plan, and its interpretation and construction of any
provisions of the Plan within its authority shall be final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.

7. TERM OF OPTIONS AND EFFECT OF TERMINATION.

7.1. Date of Grant. The date on which any Option is granted shall be the
date of the Committee's approval of such grant.

7.2. Termination Date. Options may be granted under the Plan until August
31, 2006, the date of termination of the Plan. Notwithstanding any other
provision of the Plan, no option granted under the Plan shall be exercisable
after August 31, 2006.

2
<PAGE> 3

7.3. Effect of Termination. In the event that any outstanding option under
the Plan expires by reason of lapse of time or otherwise is terminated for any
reason, then the unissued shares shall again become available in the pool of
shares of Common Stock for which options may be granted under the Plan.

8. 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.

9. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall
be evidenced by agreements in such form as the Committee shall from time to time
determine, which agreements shall comply with the terms and conditions of the
Plan and shall state the following, subject to the limitations imposed by
Section 10 with respect to incentive options:

9.1. Number of Shares. Each option agreement shall state the number of
shares to which the option pertains.

9.2. Option Price. Each option agreement shall state the option price per
share. The option price per share for non-qualified options shall be not less
than 85% of the fair market value of the Common Stock on the date that the
option is granted.

9.3. Vesting. An option shall be exercisable in annual installments over a
period specified by the Committee. Except as specifically otherwise provided
herein, if the optionee ceases to serve as a director, employee or consultant
prior to the eligibility date of an installment, the option shall terminate with
respect to that installment (without pro ration for fractional years of service)
and all subsequent installments. After the optionee has become eligible to
exercise an installment, the right to exercise with respect to that installment
shall remain in effect until the expiration or sooner termination of the option.

9.4. Medium and Time of Payment. The option price shall be payable upon the
exercise of an option in cash or, at the discretion of the Committee, in shares
of the Common Stock or in a combination of cash and such shares. The Company
shall have the right to require the optionee to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements.
Upon receipt of payment and applicable tax remittance, the Company shall,
subject to Section 9.6, deliver to the optionee (or person entitled to exercise
the option) a certificate or certificates for the shares of Common Stock to
which the option pertains.

9.5. Partial Exercise. To the extent that an option has become exercisable,
it may, subject to the restrictions and limitations set forth in this Plan and
the option agreement, be exercised in whole or in part, provided, however, that
no option shall be exercised for less than ten shares. If exercised in part, the
unexercised portion of an option shall continue to be held by the option holder
and may thereafter be exercised as herein provided within the term of the
option.

3
<PAGE> 4

9.6. Securities Law Restrictions. No option may be exercised until the
applicable listing requirements of any securities exchange, or the registration
or qualification requirements of any governmental authority have been complied
with. Unless the shares issuable upon exercise of an option have been registered
under the Act, the option holder shall, as a condition of issuance, provide
written representations satisfactory to the Company's counsel to the effect that
the shares are being acquired for the optionee's own account as an investment
and not with a view to, or for sale in connection with, the distribution of any
such shares and that no transfers of the shares shall be made except in
compliance with the Act and any rules and regulations promulgated thereunder. A
legend to this effect may be endorsed upon unregistered shares so issued.

9.7. Other Provisions. The option agreements authorized under the Plan
shall contain such other provisions as the Committee shall deem advisable.

10. RESTRICTIONS ON INCENTIVE OPTIONS. Incentive options under the Plan, if any,
may be granted only to directors who are also officers or key employees of the
Company. The aggregate fair market value (determined as of the date of grant)
with respect to which incentive options are exercisable for the first time by
any individual during any calendar year (under all incentive stock option plans
of the employer corporation and its parents and subsidiaries) shall not exceed
$100,000. The option price for incentive options shall be not less than 100% of
fair market value on the date of the grant. No incentive option shall be
exercisable for more than ten years after the date of its grant. In addition, if
the recipient of an incentive option owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, the option
price shall be not less than 110% of fair market value on the date of the grant
and the option shall not be exercisable for more than 5 years from the date of
its grant.

11. TERMINATION OF SERVICES.

11.1. Termination of Services - Generally. In the event that an optionee
shall cease to be an employee, consultant or director of the Company for any
reason other than death or disability, the option shall be exercisable, to the
extent it was exercisable at the date the optionee ceased to be an employee,
consultant or director, for a period of three months after such date and prior
to the date on which the option expires by its terms. If not so exercised, the
option shall terminate.

11.2. Death or Disability. If an optionee dies or becomes permanently
disabled within the meaning of Section 22(e)(3) of the Code while serving as an
employee, consultant or director of the Company, or within the three-month
period after termination of such status during which exercise of an option is
permitted in accordance with Section 11.1, such option may, to the extent it was
exercisable at the time of death or disability, be exercised for a period not to
exceed the lesser of: (i) one year after the optionee's death or disability; or
(ii) the period prior to the date on which the option expires by its terms. In
the event of death, the option may be exercised by any person or persons
designated by the optionee on a Beneficiary Designation Form adopted by the
Committee for such purposes, or, if there is no effective Beneficiary
Designation Form on File with the Committee, by the executors or administrators
of the optionee's estate or by any person or persons who shall have acquired the
option directly from the optionee by his will or the applicable law of descent
and distribution.

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<PAGE> 5

12. ADJUSTMENTS. Adjustments to the options and the shares covered by the Plan
shall be made as follows:

12.1. Recapitalizations. The number of shares of Common Stock covered by
the Plan, the number of shares and price per share of each outstanding option,
and the number of shares subject to each outstanding option shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from: (i) a subdivision or
consolidation of shares; (ii) the payment of a stock dividend of more than 2%;
or (iii) any other increase or decrease of more than 2% in the number of issued
and outstanding shares of Common Stock effected without receipt of consideration
by the Company.

12.2. Rights Offerings. In the event the Company shall issue rights,
warrants or options to its shareholders on a pro rata basis entitling them to
purchase shares of Class A or Class B Stock at a price less than fair market
value of such Stock, the option price for outstanding options shall be
proportionately reduced (and/or the number of shares subject to the option
proportionately increased) to reflect as nearly as practicable the benefit that
the option holder would have received had the option been exercised immediately
prior to the record date for such rights, warrants or options.

12.3. Reorganizations. If any merger, consolidation or similar transaction
in which the Company is the surviving corporation (and which is not a Change in
Control as hereinafter defined) shall affect any outstanding option under the
Plan, the Committee shall take such action as is equitable or appropriate to
substitute a new option for such affected option and to make the new option
equivalent to the affected option as nearly as practicable.

12.4. Changes in Control-Definition. A "Change in Control" shall be deemed
to have occurred if:

(a) there shall be consummated: (i) any reorganization, consolidation
or merger of the Company in which the Company is not the continuing or surviving
corporation, or (ii) any sale or other transfer of all or substantially all of
the Company's assets (in one transaction or a series of related transactions);
or

(b) the stockholders of the Company shall have approved a plan or
proposal for the liquidation or dissolution of the Company; or

(c) there shall be consummated a sale to any person or group (as
defined in the Securities Exchange Act of 1934) of Class A and/or Class B shares
entitled to cast more than 50% of the total combined votes of all outstanding
Class A and Class B Shares; or

(d) the Board of Directors of the Company shall otherwise have
determined that a Change in Control has otherwise occurred.

12.5. Changes in Control - Effect. A Change in Control shall cause each
outstanding option to terminate effective one hundred eighty days after the
consummation thereof, unless any agreement relating to a Change in Control shall
otherwise provide. Notwithstanding the foregoing,

5
<PAGE> 6

agreements relating solely to a transaction described in paragraph (c) of
Section 12.4 may not terminate an outstanding option earlier than one hundred
eighty days after the consummation thereof unless the optionee consents to an
earlier termination. Effective concurrently with the Change in Control (whether
or not the option is terminated or affected by the Change in Control) each
optionee shall be entitled to exercise his option in full without regard to any
limitations on exercisability and such option shall be considered fully vested.

12.6. Committee's Authority. The Committee, in its discretion, shall make
such other and further adjustments as are equitable and appropriate with respect
to any transaction affecting the capitalization of the Company.

12.7. Company's Rights Unimpaired. The grant of an option pursuant to the
Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

13. AMENDMENT OF THE PLAN.

13.1. Generally. The Board of Directors may, insofar as permitted by law,
from time to time, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, except that no such amendment shall alter or impair or
diminish any rights or obligations under any option theretofore granted under
the Plan without the consent of the person to whom such option was granted. In
addition, without further shareholder approval or ratification, no such
amendment shall: (i) materially increase the benefits accruing to participants
in the Plan; (ii) materially increase the number of shares subject to the Plan
(except as authorized by Section 12); (iii) materially modify the requirements
as to eligibility for participation in the Plan; (iv) extend the terms during
which options may be exercised; or (v) extend the final date upon which options
under the Plan may be granted. Notwithstanding the foregoing, the Board of
Directors may adopt such amendments as the Board shall in good faith deem
necessary in order to conform the Plan to the requirements of Exchange Act Rule
16b-3.

13.2. Modifications to Options. Subject to the terms of the Plan and with
the consent of the optionee where appropriate, the Committee may amend
outstanding option agreements, including without limitation amendments which
accelerate exercisability of any option; or cancel an option and issue a new
option in substitution therefor.

14. MISCELLANEOUS.

14.1. No Rights as Shareholder. An optionee or transferee of an option
shall have no rights as a shareholder with respect to any shares covered by an
option until the date of the receipt of payment (including any amounts required
by the Company to satisfy withholding tax requirements) by the Company. No
adjustment shall be made as to any option for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to such date, except as
provided in Section 12.3.

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14.2. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to the exercise of options will be used for general
corporate purposes.

14.3. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.

14.4. Agreement to Govern. In the event of any inconsistency between the
terms of the option agreement and the description thereof contained herein, the
terms of the agreement shall prevail.

Effective January 8, 1997
Amended February 24, 1998

<PAGE> 1

EXHIBIT 4.2

THE TODD-AO CORPORATION
1995 STOCK OPTION PLAN

1. PURPOSE. This 1995 Stock Option Plan is intended to provide long term
incentives to key Company personnel in the form of options to purchase shares of
the Company's Class A Common Stock.

2. DEFINITIONS. The following terms shall have the indicated meanings:

2.1. Act. "Act" shall mean the Securities Act of 1933, as amended.

2.2. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

2.3. Company. "Company" shall include The Todd-AO Corporation and any of
its subsidiary corporations which meet the definition set forth in Section 425
(f) of the Code.

2.4. Committee. "Committee" shall mean the Committee appointed by the Board
of Directors to administer the Plan.

2.5. Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

2.6. Fair Market Value. "Fair market value" shall be the last sale price in
the NASDAQ National Market System on a given date as published in the Wall
Street Journal or if no report is available for such date, the next preceding
date for which a report is available. If the shares are hereafter listed on one
or more securities exchanges, "fair market value" thereafter shall be the
highest closing price on any exchange for the date in question, or if such date
is not a trading date, the next preceding trading date.

2.7. Incentive Options. "Incentive options" shall be those options
described in Section 422(a) of the Code.

2.8. Non-Qualified Options. "Non-qualified options" shall mean options
which are not incentive options.

<PAGE> 2

2.9. Shares. Unless the context otherwise requires, "shares" shall mean the
shares of the Company's Class A Stock.

3. SHARES OF STOCK SUBJECT TO THE PLAN. The shares that may be issued under the
Plan shall be authorized and unissued or reacquired shares of the Company's
Class A Stock. The aggregate number of shares which may be issued under the Plan
shall not exceed 1,040,000 shares of Class A Stock, unless an adjustment is
required by Section 12. To the extent that options granted under the Plan
terminate, expire or are canceled prior to exercise, new options may be granted
with respect to such shares.

4. ELIGIBILITY. Options may be granted under the Plan to any director, employee,
prospective employee or consultant to the Company, provided that no member of
the Committee shall be eligible to receive an option while serving on the
Committee. The Committee shall determine, within the limitations of the Plan,
the persons to whom options are to be granted and the exercise price, vesting
schedule and other terms of the option. Each option shall be evidenced by a
written agreement between the Company and the optionee.

6. ADMINISTRATION.

6.1. 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 of the shareholders for approval.

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<PAGE> 3

7. TERM OF OPTIONS AND EFFECT OF TERMINATION.

7.1. Date of Grant. The date on which any option is granted shall be the
date of the Committee's approval of such grant.

7.2. Termination Date. Options may be granted under the Plan until August
31, 2004, the date of termination of the Plan. Notwithstanding any other
provision of the Plan, no option granted under the Plan shall be exercisable
after August 31, 2004.

8. 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.

9.1. Number of Shares. Each option agreement shall state the number of
shares to which the option pertains.

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<PAGE> 4

9.3. Vesting. An option shall be exercisable in equal annual installments
over a period specified by the Committee, provided that such period shall not be
less than three years from the date of the grant or more than five years from
the commencement of the Company's first full fiscal year following the grant
date. Except as specifically otherwise provided herein, if the optionee ceases
to serve as a director, employee or consultant prior to the eligibility date of
an installment, the option shall terminate with respect to that installment
(without pro ration for fractional years of service) and all subsequent
installments. After the optionee has become eligible to exercise an installment,
the right to exercise with respect to that installment shall remain in effect
until the expiration or sooner termination of the option.

9.7. Other Provisions. The option agreements authorized under the Plan
shall contain such other provisions as the Committee shall deem advisable.

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<PAGE> 5

10. RESTRICTIONS ON INCENTIVE OPTIONS. Incentive options under the Plan, if any,
may be granted only to directors who are also officers or key employees of the
Company. The aggregate fair market value (determined as of the date of grant)
with respect to which incentive options are exercisable for the first time by
any individual during any calendar year (under all incentive stock option plans
of the employer corporation and its parents and subsidiaries) shall not exceed
$100,000. The option price for incentive options shall be not less than 100% of
fair market value on the date of the grant. No incentive option shall become
exercisable until one year has elapsed from the date of the grant or shall be
exercisable for more than ten years after the date of its grant. In addition, if
the recipient of an incentive option owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, the option
price shall be not less than 110% of fair market value on the date of the grant
and the option shall not be exercisable for more than 5 years from the date of
its grant.

11. TERMINATION OF SERVICES.

11.1. Termination of Services-Generally. In the event that an optionee
shall cease to be an employee, consultant or director of the Company for any
reason other than death or disability, the option shall be exercisable, to the
extent it was exercisable at the date the optionee ceased to be an employee,
consultant or director, for a period of three months after such date and prior
to the date on which the option expires by its terms. If not so exercised, the
option shall terminate.

11.2. Death or Disability. If an optionee dies or becomes permanently
disabled within the meaning of Section 22(e)(3) of the Code while serving as an
employee, consultant or director of the Company, or within the three-month
period after termination of such status during which exercise of an option is
permitted in accordance with Section 11.1, such option may, to the extent it was
exercisable at the time of death or disability, be exercised for a period not to
exceed the lesser of: (i) one year after the optionee's death or disability; or
(ii) the period prior to the date on which the option expires by its terms. In
the event of death, the option may be exercised by any person or persons
designated by the optionee on a Beneficiary Designation Form adopted by the
Committee for such purpose, or, if there is no effective Beneficiary Designation
Form on file with the Committee, by the executors or administrators of the
optionee's estate or by any person or persons who shall have acquired the option
directly from the optionee by his will or the applicable law of descent and
distribution.

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<PAGE> 6

12. ADJUSTMENTS. Adjustments to the options and the shares covered by the Plan
shall be made as follows:

12.4. Changes in Control-Definition. A "Change in Control" shall be deemed
to have occurred if:

(a) there shall be consummated (i) any reorganization, consolidation
or merger of the Company in which the Company is not the continuing or surviving
corporation, or (ii) any sale or other transfer of all or substantially all of
the Company's assets (in one transaction or a series of related transactions);
or

(b) the stockholders of the Company shall have approved a plan or
proposal for the liquidation or dissolution of the Company; or

(c) there shall be consummated a sale to any person or group (as
defined in the Securities Exchange Act of 1934) of Class A and/or Class B shares

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<PAGE> 7

entitled to cast more than 50% of the total combined votes of all outstanding
Class A and Class B Shares; or

(d) the Board of Directors of the Company shall otherwise have
determined that a Change in Control has otherwise occurred.

12.5. Changes in Control--Effect. A Change in Control shall cause each
outstanding option to terminate effective one hundred eighty days after the
consummation thereof, unless any agreement relating to a Change in Control shall
otherwise provide. Notwithstanding the foregoing, agreements relating solely to
a transaction described in paragraph (c) of Section 12.4 may not terminate an
outstanding option earlier than one hundred eighty days after the consummation
thereof unless the optionee consents to an earlier termination. Effective
concurrently with the Change in Control (whether or not the option is terminated
or affected by the Change in Control) each optionee shall be entitled to
exercise his option in full without regard to any limitations on exercisability
and such option shall be considered fully vested.

12.6. Committee's Authority. The Committee, in its discretion, shall make
such other and further adjustments are equitable and appropriate with respect to
any transaction affecting the capitalization of the Company.

13. AMENDMENT OF THE PLAN.

13.1. Generally. The Board of Directors may, insofar as permitted by law,
from time to time, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, except that no such amendment shall alter or impair or
diminish any rights or obligations under any option theretofore granted under
the Plan without the consent of the person to whom such option was granted. In
addition, without further shareholder approval or ratification, no such
amendment shall: (i) materially increase the benefits accruing to participants
in the Plan; (ii) materially increase the number of shares subject to the Plan
(except as authorized by Section 12); (iii) materially modify the requirements
as to eligibility for participation in the Plan; (iv) extend the term during
which options may be exercised; or (v) or extend the final date upon which
options under the Plan may be granted. Notwithstanding the foregoing, the

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<PAGE> 8

Board of Directors may adopt such amendments as the Board shall in good faith
deem necessary in order to conform the Plan to the requirements of Exchange Act
Rule 16b-3.

14. MISCELLANEOUS.

14.1. No Rights as Shareholder. An optionee or a transferee of an option
shall have no rights as a shareholder with respect to any shares covered by an
option until the date of the receipt of payment (including any amounts required
by the Company to satisfy withholding tax requirements) by the Company. No
adjustment shall be made as to any option for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to such date, except as
provided in Section 12.3.

14.2. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to the exercise of options will be used for general
corporate purposes.

14.3. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.

14.4. Agreement to Govern. In the event of any inconsistency between the
terms of the option agreement and the description thereof contained herein, the
terms of the agreement shall prevail.

Effective February 7, 1995
Amended March 27, 1996,
February 25, 1997 and
February 24, 1998

<PAGE> 1

EXHIBIT 4.3

THE TODD-AO CORPORATION
1986 STOCK OPTION PLAN

ARTICLE I

GENERAL

1. PURPOSE.

This 1986 Stock Option Plan (the "Plan") is intended to contribute to
maintaining the Company's performance by providing certain officers and key
personnel of the Company with long-term incentives in the form of options to
purchase shares of the Company's Common Stock.

2. ADMINISTRATION.

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 Board of Directors or shareholders for
approval.

The interpretation and construction by the Committee of any provisions of
the Plan or of any option granted under it shall be final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.

3. ELIGIBILITY.

Subject to Section 2 of this Article I, the persons who shall be eligible
to receive options under the Plan shall be such officers and key employees
(including directors who are also salaried employees) of the Company as the
Committee shall select. In addition, consultants to the Company who are not also
salaried employees of the Company shall be eligible to receive nonqualified
stock options (but such persons shall not be eligible to receive incentive stock
options). The terms "officers and key employees" as used herein shall mean
officers and assistant officers, both elective and appointive, presidents and
general managers of divisions and subsidiaries and such other key employees as
may be determined by the Committee in its sole discretion.

Except where the context otherwise requires, the term "Company," as used
herein, shall include (i) The Todd-AO Corporation, and (ii) any of its
"subsidiary corporations" which meet the definition of subsidiary corporation
contained in Section 425(f) of the Internal Revenue Code of

<PAGE> 2

1986, as now in effect or as hereafter amended (the "Code"), and the terms
"officers and key employees of the Company," and words of similar import, shall
include officers and key employees of each such subsidiary corporation, as well
as officers and key employees of The Todd-AO Corporation.

4. SHARES OF STOCK SUBJECT TO THE PLAN.

The shares that may be issued under the Plan shall be authorized and
unissued or reacquired shares of the Company's common stock (the "Common
Stock"). The aggregate number of shares which may be issued under the Plan shall
not exceed 660,000 shares of Common Stock, unless an adjustment is required in
accordance with Section 3(I) of Article II hereof.

5. AMENDMENT OF THE PLAN.

The Committee may amend the Plan in any respect whatsoever to comply with
the requirements of any state securities or other governmental authority having
jurisdiction over the offer and sale of securities to be sold under the Plan.
The Board of Directors of the Company may, insofar as permitted by law, from
time to time, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever except that no such amendment shall alter or impair any
rights or obligations under any option theretofore granted under the Plan
without the consent of the person to whom such option was granted. Furthermore,
without further shareholder approval no such amendment shall increase the number
of shares subject to the Plan (except as authorized by Section 3(I) of Article
II hereof), change the designation in Section 3 of Article I of the class of
persons eligible to receive options under the Plan, provide for the grant of
stock options having a purchase price less than the fair market value on the
date of grant (85% of fair market value with respect to nonqualified stock
options), extend the term during which stock options granted under the Plan may
be exercised, or extend the date pursuant to which options under the Plan may be
granted.

6. APPROVAL OF SHAREHOLDERS.

All options granted under the Plan shall be subject to approval of the Plan
by affirmative vote at the next meeting of shareholders of the Company, or any
adjournment thereof, of the holders of a majority of the outstanding shares of
Common Stock present in person or by proxy and entitled to vote at the meeting.
No option granted hereunder may become exercisable unless and until such
approval is obtained.

7. TERM OF PLAN.

Awards may be made under the Plan until August 31, 1996, the date of
termination of the Plan. Notwithstanding the foregoing, all options granted
under the Plan shall remain in effect until such options have been satisfied by
the issuance of shares, or terminated in accordance with their terms and the
terms of the Plan. Notwithstanding anything to the contrary herein: (i) all
non-qualified options outstanding under the Plan as of March 27, 1996 shall
remain exercisable until August 31, 1997 and one-half of such outstanding
non-qualified options held by each optionee shall

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<PAGE> 3

remain exercisable until August 31, 1998; and (ii) all options granted under the
Plan after August 31, 1994 shall remain exercisable until a date no later than
August 31, 2004.

8. RESTRICTIONS.

All options granted under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares subject to stock options
granted under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares thereunder, such option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.

9. ASSIGNABILITY.

No Incentive Option shall be assignable or transferable by the grantee
except by will or 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 grantee, the Incentive Option which 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.

10. WITHHOLDING TAXES.

Whenever under the Plan shares of Common Stock are to be issued, the
Company shall have the right to require the grantee to remit to the Company an
amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares.

ARTICLE II
STOCK OPTIONS

1. AWARD OF STOCK OPTIONS.

Awards of stock options may be made under the Plan. It is intended that
certain options granted pursuant to the Plan shall constitute incentive stock
options within the meaning of Section 422A of the Code ("incentive stock
options"), and that certain options granted pursuant to the Plan shall not
constitute incentive stock options ("nonqualified stock options"), provided,
however, that incentive stock options may be granted only to persons selected by
the Committee who are officers or key employees (including directors who are
also salaried employees) of The Todd-AO Corporation or any of its "subsidiary
corporations" which meet the definition of subsidiary corporation contained in
Section 425(f) of the Code. In addition, (i) for incentive stock options granted
on or before December 31, 1986, the aggregate fair market value (determined as
of the date of grant) of the stock for which an officer or key employee may be
granted incentive stock options

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<PAGE> 4

in any calendar year (under all incentive stock option plans of his employer
corporation and its parent and subsidiary corporations) shall not exceed
$100,000 plus any unused limit carryover for such year1 and (ii) for incentive
stock options granted after December 31, 1986, the aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by such
individual during any calendar year (under all such plans of the individual's
employer corporation and its parent and subsidiary corporations) shall not
exceed $100,000. The date on which an incentive stock option is granted shall be
the date of the Committee's authorization of such grant or such later date as
may be determined by the Committee at the time such grant is authorized.

2. EFFECT OF TERMINATION OF OPTIONS.

In the event that any outstanding option under the Plan terminates before
it would otherwise have expired under its terms or expires by its terms without
being fully exercised, the shares of Common Stock subject to such option not
issued pursuant to the exercise of such option shall again become available in
the pool of shares provided under the Plan.

3. TERMS AND CONDITIONS OF OPTIONS.

Stock options granted pursuant to the Plan shall be evidenced by agreements
in such form as the Committee shall from time to time determine, which
agreements shall comply with the following terms and conditions:

(A) Optionee's Agreement.

Each optionee shall agree to remain in the employ of and to
render to the Company his or her services for such period as the Committee may
determine, but such agreement shall not impose upon the Company any obligation
to retain the optionee in its employ for any period.

- ----------------

(1) The unused limit carryover from any calendar year shall equal one-half
of the amount, if any, by which $100,000 exceeds the aggregate fair market value
(determined as of the time the option is granted) of the stock for which the
employee was granted incentive stock options in such calendar year (under all
incentive stock option plans of his employer corporation and its parent and
subsidiary corporations). Such unused limit carryover may be taken into account
during the three (3) succeeding calendar years, to the extent the $100,000
limitation has been used up in such calendar years, and the amount of such
carryover to be taken into account in any such succeeding calendar year shall be
the amount of such carryover reduced by the amount thereof which was taken into
account in prior calendar years. Unused limit carryovers from different calendar
years shall be taken into account in the order of the calendar years in which
such carryovers arose.

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<PAGE> 5

(B) Number of Shares.

Each option agreement shall state the number of shares to which
the option pertains.

Each option agreement shall state the option price per share,
which shall be determined by the Committee. The option price per share with
respect to an incentive stock option shall be not less than 100% of the fair
market value of a share of the Common Stock on the date that the option is
granted and with respect to a nonqualified stock option shall be not less than
85% of such fair market value. Notwithstanding the foregoing, the option price
per share of an incentive stock option granted to a person who, on the date of
such grant and in accordance with Section 425(d) of the Code, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company shall be not less than 110% of the fair market value of a
share of the Common Stock on the date that the option is granted. Fair market
value as used herein shall be the mean of the closing bid and asked prices of
the Common Stock in the over-the-counter market on the date that such option is
granted, as reported by NASDAQ, or if no report is available on the option date,
the next preceding date for which such a report is available. If the Common
Stock is hereafter listed on an exchange or exchanges, fair market value
thereafter shall be the highest closing price on any exchange for the option
date, or, if the option date is not a trading date, the trading date next
preceding the option date.

(D) Medium and Time of Payment.

The option price shall be payable upon the exercise of an option
in the legal tender of the United States or, in the discretion of the Committee,
in shares of the Common Stock or in a combination of such legal tender and such
shares. Upon receipt of payment, the Company shall deliver to the optionee (or
person entitled to exercise the option) a certificate or certificates for the
shares of Common Stock to which the option pertains.

(E) Term and Exercise of Option.

Each option shall state the time or times when it becomes
exercisable, which shall be determined by the Committee, provided, however, that
no option shall become exercisable until one (1) year has elapsed from the date
of grant. Each incentive stock option granted on or before December 31, 1986
also shall state that, notwithstanding any other provision in such option, it is
not exercisable while there is outstanding any incentive stock option which was
granted before the granting of such option to such individual to purchase stock
in the Company or its parent or subsidiary corporation, or in a predecessor
corporation of any of such corporations. An incentive stock option granted on or
before December 31, 1986 shall be treated as outstanding until such option is
exercised in full or expires by reason of lapse in time in accordance with
Section 422A(c)(7) of the Code. To the extent that an option has become
exercisable, it may be exercised in whole or in such lesser amount as authorized
by the option agreement. If exercised in part, the unexercised portion of an
option shall continue to be held by the optionee and may

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<PAGE> 6

thereafter be exercised as herein provided. Notwithstanding any other provision
of the Plan, no option granted under the Plan shall be exercisable after the
expiration of ten (10) years from the date of its grant. In addition, no
incentive stock option granted under the Plan to a person who, at the time such
option is granted and in accordance with Section 425(d) of the Code, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company shall be exercisable after the expiration of five (5) years
from the date of its grant. During the lifetime of the optionee, the option
shall be exercisable only by him and shall not be assignable or transferable by
him, and no other person shall acquire any rights therein.

(F) Termination of Employment Except Disability or Death.

In the event that an optionee shall cease to be employed by the
Company for any reason other than his death or disability, his option shall
immediately terminate, provided, however, that if such cessation of employment
is with the consent of the Board, expressed in the form of a resolution, or is
pursuant to his retirement under the provisions of any pension, profit sharing
or other retirement plan of the Company then in effect, such option may be
exercised within three (3) months after the date that he ceases to be an
employee of the Company, but only to the extent such option was exercisable on
the date of such cessation of employment or would have been exercisable on such
date but for the existence of previously-granted incentive stock options.

(G) Disability of Optionee.

If an optionee shall cease to be employed by the Company by
reason of his becoming permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code and shall not have fully exercised his option, such
option may be exercised to the extent it was exercisable immediately prior to
the optionee's disability (or would have been exercisable but for the existence
of previously-granted incentive stock options) at any time within one (1) year
after cessation of employment due to such disability.

(H) Death of Optionee and Transfer of Option.

If an optionee should die while in the employ of the Company, or
within a period of three (3) months after a termination of his employment with
the Company during which he is still permitted to exercise an option in
accordance with Subsection 3(F) of this Article II and shall not have fully
exercised his option, such option may be exercised to the extent it was
exercisable immediately prior to the optionee's death (or would have been
exercisable but for the existence of previously-granted incentive stock
options), at any time within one (1) year after the optionee's death, by the
executors or administrators of the optionee's estate or by any person or persons
who shall have acquired the option directly from the optionee by his will or the
applicable law of descent and distribution.

(I) Recapitalizations and Reorganizations.

The number of shares of Common Stock covered by the Plan, and
each outstanding option hereunder and the price per share thereof, shall be
proportionately adjusted for

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<PAGE> 7

any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend in excess of 2% or any other increase or decrease in
the number of issued and outstanding shares of Common Stock effected without
receipt of consideration by the Company.

If the Company shall be the surviving corporation in any merger
or consolidation, each outstanding option shall pertain to and apply to the
securities to which a holder of the same number of shares of Common Stock that
are subject to that option would have been entitled. A dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation, shall cause each outstanding option to terminate,
unless the agreement of merger or consolidation shall otherwise provide,
provided that each optionee shall in such event have the right immediately prior
to such dissolution or liquidation, or merger or consolidation, to exercise his
option in whole or in part without regard to any limitations on exercisability,
except for limitations set forth in the Code.

To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.

The grant of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

(J) Rights as a Shareholder.

An optionee or a transferee of an option shall have no rights as
a shareholder with respect to any shares covered by his option until the date of
the receipt of payment by the Company and the issuance of a stock certificate to
him for such shares pursuant to Section 3(D) of this Article II. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for which the
record date is prior to such date, except as provided in Section 3(I) of this
Article II.

(K) Modification, Extension and Renewal of Options.

Subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, extend, renew or cancel outstanding options
granted under the Plan. Notwithstanding the foregoing, however, no modification
of an option shall, without the consent of the optionee, alter or impair any
rights or obligations under any option theretofore granted under the Plan.

7
<PAGE> 8

(L) Other Provisions.

The option agreements authorized under the Plan shall contain
such other provisions, including, without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable securities
laws, as the Committee shall deem advisable.

(M) Agreement to Govern.

In the event of any inconsistency between the terms of the option
agreement and the description thereof contained herein, the terms of the
agreement shall prevail.

4. APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Common Stock pursuant
to options will be used for general corporate purposes.

5. NO OBLIGATION TO EXERCISE OPTION.

The granting of an option shall impose no obligation upon the optionee to
exercise such option.

Effective November 4, 1986
Amended February 7, 1995,
March 27, 1996 and
February 25, 1997

<PAGE> 1

EXHIBIT 5.1

[LETTERHEAD OF THE LAW OFFICES OF
GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP]

April 7, 2000

The Todd-AO Corporation
900 North Seward Street
Hollywood, California 90038

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to
be filed by The Todd-AO Corporation (the "Company") with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 757,021 shares of Common Stock, par
value $.01 per share (the "Common Stock"), to be issued by you pursuant to The
Todd-AO Corporation 1986 Stock Option Plan, The Todd-AO Corporation 1995 Stock
Option Plan and The Todd-AO Corporation 1997 Stock Option Plan (the "Plans") as
follows:

(a) Eighty-four thousand three hundred fifty (84,350) shares upon the
exercise of options granted under the 1986 Stock Option Plan;

(b) Five hundred eighty-five thousand eight hundred twenty-one (585,821)
shares upon the exercise of options granted under the 1995 Stock Option Plan;
and

(c) Eighty-six thousand eight hundred fifty (86,850) shares upon the
exercise of options granted under the 1997 Stock Option Plan.

<PAGE> 2

GREENBERG GLUSKER FIELDS
CLAMAN & MACHTINGER LLP

The Todd-AO Corporation
April 7, 2000
Page 2

We are familiar with the proceedings taken and proposed to be taken in
connection with the authorization of the Plans and the Common Stock to be issued
pursuant to and in accordance with the Plans, and we have examined such matters
of fact and law as we have deemed relevant in connection with this opinion.

Based upon the foregoing, we are of the opinion that the Common Stock has
been duly authorized by all necessary corporate action on the part of the
Company and, when issued in accordance with such authorization and with the
provisions of the Plans, will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our Firm therein.

Very truly yours,

GREENBERG GLUSKER FIELDS
CLAMAN & MACHTINGER LLP

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
November 9, 1999 included in Todd-AO Corporation's Form 10-K for the year ended
August 31, 1999 and to all references to our Firm included in this registration
statement.

/S/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

Los Angeles, California
April 12, 2000

<PAGE> 1

EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
the Todd AO Corporation on Form S-8 of our report dated October 24, 1997,
appearing in the Annual Report on Form 10-K of the Todd AO Corporation for the
year ended August 31, 1999.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Los Angeles, California
April 12, 2000