AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MOTO PHOTO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 31-1080650
(State or jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4444 LAKE CENTER DRIVE
DAYTON, OH 45426
(Address of Principal (Zip Code)
Executive Offices)
MOTO PHOTO, INC.
1992 PERFORMANCE AND EQUITY INCENTIVE PLAN
(Full title of the plan)
DAVID A. MASON
4444 LAKE CENTER DRIVE
DAYTON, OHIO 45426
(Name and address of agent for service)
(937) 854-6686
(Telephone number, including area code, of agent for service)
Copy to:
J. Bradford Hammond
Crowe & Dunlevy, A Professional Corporation
321 South Boston, 5th Floor
Tulsa, Oklahoma 74103
(918) 592-9800
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED CALCULATION
AMOUNT TO MAXIMUM MAXIMUM OF
TITLE OF SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PRICE OFFERING FEE
PER SHARE(1) PRICE(1)
Voting Common Stock, par
value $.01 per share 750,000 $1.83 $1,372,500 $405.00
(1)Estimated in accordance with Rule 457(h) solely for purposes of calculating
the registration fee, based on the average of the high and low sales prices
for the Voting Common Stock as reported on the National Association of
Securities Dealers, Inc. Automated Quotation System for September 25, 1998.
The contents of the Registrant's Registration Statement on the Form S-8
(File No. 33-53188) relating to the 1992 Performance and Equity Incentive Plan
of the Registrant (the `Plan) are incorporated herein by reference. The Plan
has been amended to increase the number of shares authorized for issuance
pursuant to the Plan from 1,250,000 shares to 2,000,000 shares, resulting in an
increase of 750,000 shares. This Registration Statement has been filed in
accordance with General Instruction E to Form S-8 for the purpose of registering
the offer and sale of such 750,000 additional shares of Voting Common Stock
that may be issued or sold by the Registrant in connection with the Plan.
For a list of exhibits filed as part of this Registration Statement, see
the Exhibit Index hereto.
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 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 Dayton, State of Ohio, on September 30, 1998.
MOTO PHOTO, INC.
By: /s/ David A. Mason
David A. Mason, Executive Vice
President and Treasurer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
Name Position Date
Michael F. Adler* Chairman of the Board of September 30, 1998
Michael F. Adler Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ David A. Mason Executive Vice President, September 30, 1998
David A. Mason Treasurer,and Director
(Principal Financial Officer)
Alfred E. Lefeld* Vice President and Controller September 30, 1998
Alfred E. Lefeld (Principal Accounting Officer)
Frank W. Benson* Director September 30, 1998
Frank W. Benson
D. Lee Carpenter* Director September 30, 1998
D. Lee Carpenter
Leslie Charm* Director September 30, 1998
Leslie Charm
Dexter B. Dawes* Director September 30, 1998
Dexter B. Dawes
Harry D. Loyle* Director September 30, 1998
Harrly D. Loyle
James F. Robeson, PhD.* Director September 30, 1998
James F. Robeson, PhD.
*By: /s/ David A. Mason
David A. Mason
Attorney-in-fact
EXHIBIT INDEX
Number Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
concerning legality of securities to be issued.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Crowe & Dunlevy (contained in Exhibit 5.1).
24.1 Powers of Attorney.
[Letterhead of Crowe & Dunlevy]
September 25, 1998
Moto Photo, Inc.
4444 Lake Center Drive
Dayton, Ohio 45426
Re: Registration Statement on Form S-8 Relating to Moto Photo, Inc. 1992
Performance and Equity Incentive Plan
Ladies and Gentlemen:
Moto Photo, Inc. (the "Company") has requested our advice with respect to
certain matters in connection with the Moto Photo, Inc. 1992 Performance and
Equity Incentive Plan (the "Plan"). We understand that a Registration Statement
on Form S-8 (the "Registration Statement") will be filed with the Securities and
Exchange Commission relating to up to 750,000 additional shares of Voting Common
Stock (the `Additional Shares''), par value $.01 per share, that have been
authorized for issuance under the Plan as provided in Amendment No. 2 to the
Plan..
We have examined and are familiar with the originals or copies, the
authenticity of which has been established to our satisfaction, of all documents
and other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such
documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is our
opinion that the up to 750,000 Additional Shares that may be issued pursuant to
the Plan will, upon payment therefor and delivery thereof in accordance with the
Plan, be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations thereunder.
Respectfully submitted,
CROWE & DUNLEVY,
A PROFESSIONAL CORPORATION
By /s/ J. Bradford Hammond
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement on the
Form S-8, and related prospectus, pertaining to the up to 750,000 additional
shares of Voting Common Stock that may be issued under the 1992 Performance
and Equity Incentive Plan of Moto Photo, Inc. and to the incorporation by
reference therein of our report dated February 9, 1998, with respect to the
consolidated financial statements and schedule of Moto Photo, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Dayton, Ohio
September 24, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Michael F. Adler and David A. Mason, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-8 relating to up to 750,000 additional shares
of Voting Common Stock that may be offered and sold under the Moto Photo, Inc.
1992 Performance and Equity Incentive Plan and any and all amendments thereto
(including post-effective amendments) and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent 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, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Signature Title Date
/s/ Michael F. Adler Chairman of the Board of September 25, 1998
Michael F. Adler Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ David A. Mason Executive Vice President, September 25, 1998
David A. Mason Treasurer and Director
/s/ Alfred E. Lefeld Vice President and September 25, 1998
Alfred E. Lefeld Controller
/s/ Frank W. Benson Director September 25, 1998
Frank W. Benson
/s/ D. Lee Carpenter Director September 25, 1998
D. Lee Carpenter
/s/ Leslie Charm Director September 25, 1998
Leslie Charm
/s/ Dexter B. Dawes Director August 14, 1998
Dexter B. Dawes
/s/ Harry D. Loyle Director September 25, 1998
Harry D. Loyle
/s/ James F. Robeson, PhD Director September 25, 1998
James F. Robeson, PhD.
