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As filed with the Securities and Exchange Commission on February 1, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITEL VIDEO, INC.
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(Exact name of issuer as specified in its charter)
Delaware 23-1713238
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
1988 Non-Qualified Stock Option Plan of Unitel Video, Inc.
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(Full title of the plan)
Mr. Barry Knepper
UNITEL VIDEO, INC.
515 West 57th Street, New York, New York 10019
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(Name and address of agent for service)
(212) 265-3600
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(Telephone number, including area code, of agent for service)
Approximate date of proposed sale to the public: As soon as practicable and
from time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 5,000 $5.875(1) $29,375(1) $10.13
$1.00 par value 5,000 $5.875(1) $29,375(1) $10.13
10,000 $5.875(1) $58.750(1) $20.26
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Total 20,000 shares $117,500 $100.00(2)
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(1) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(2) Minimum registration fee pursuant to Section 6(b) of the Securities Act of
1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-K of Unitel Video, Inc. (the "Company")
for the fiscal year ended August 31, 1995 heretofore filed with the Securities
and Exchange Commission (the "SEC") pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the description of
the Company's Common Stock contained in the Company's Registration Statement on
Form 8-B filed on January 25, 1984, under the Exchange Act, including any
amendment or report filed for the purpose of updating such description, and all
other reports heretofore filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since August 31, 1995 are incorporated herein by
reference.
All documents filed subsequent to the filing date of this Registration
Statement with the SEC by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration Statement have
been sold or which de-registers all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference 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
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or superseded such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law ("DGCL") generally permits
indemnification and advancement of expenses to a corporate officer or director
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, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Subject to these limitations, the statute specifically
permits a corporation to grant other rights to indemnification and advancement
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of expenses through its by-laws, or by resolution or contract.
The Company's By-Laws generally require the Company to indemnify each
corporate officer and director against judgments, fines and amounts paid in
settlement which are actually and reasonably incurred, to the fullest extent
permitted by law, in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which the person seeking indemnification is or may be made a
party by virtue of serving in any of those capacities on behalf of the Company,
its parent or any subsidiaries. The By-Laws also provide that expenses incurred
in defending any action to which an officer or director may be entitled to
indemnification shall be advanced by the Company as long as the indemnitee
undertakes to repay such advances to the extent that it is ultimately determined
that such person is not entitled to such indemnification. The rights to
indemnification granted under the Company's By-Laws are not exclusive of any
other rights to which a person seeking indemnification may be entitled.
In addition, the Company's Certificate of Incorporation eliminates the
personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for any transaction
from which the director derived an improper personal benefit; or (iv) under DGCL
Section 174 (which imposes liability on corporate directors in certain instances
for certain enumerated transactions when contrary to DGCL provisions).
As permitted by Delaware law, the Company maintains a directors' and
officers' liability and corporation reimbursement insurance policy. Subject to
certain limitations contained in the policy, it generally insures the directors
and officers of the Company against loss arising from any claim or claims made
against such directors or officers by reason of certain wrongful acts (as
defined, including breach of duty, neglect, error, misstatement and omission)
and also insures the Company against loss arising from the Company's payment of
indemnification for claims by reason of such wrongful acts.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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Item 8. EXHIBITS.
4.1 Certificate of Incorporation of the Company. (Incorporated by
reference to Item 3(A) of the Company's Annual Report on Form 10-K
filed November 24, 1992, File No. 1-8654).
4.2 Amended and Restated By-Laws of the Company. (Incorporated by
reference to Exhibit 2 of the Company's Annual Report on Form 10-K,
filed November 30, 1995, File No. 1-8654).
*5.1 Opinion of Karen Ceil Lapidus, Esquire, General Counsel to the
Company, as to the legality of the Common Stock being registered.
*23.1 Consent of Grant Thornton LLP, independent certified public
accountants.
*23.2 Consent of Karen Ceil Lapidus, Esquire, General Counsel to the Company
(included in the opinion filed as Exhibit 5.1 hereto).
*24.1 Powers of Attorney of certain officers and directors of the Company
(included on the signature page of this Registration Statement).
99 1988 Non-Qualified Stock Option Plan of the Company. (Incorporated by
reference to Exhibit 10A to the Company's Annual Report on Form 10K
filed November 26, 1990, File No. 1-8654.)
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*Filed herewith.
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Item 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 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 hereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(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;
PROVIDED, HOWEVER, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the Registration Statement is on Form S-3 or Form S-8 and 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.
(b) That, for the purpose of determining any liability under the 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 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.
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3. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the SEC 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 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.
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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 New York, State of New York, on the 1st day of
February, 1996.
UNITEL VIDEO, INC.
By /s/ David Micciulla
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David Micciulla, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint David Micciulla and Barry
Knepper, and each and either one of them, 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 this registration
statement and any and all amendments (including, without limitation,
post-effective amendments) to this registration statement, 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, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
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
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/s/ Herbert Bass Director February 1, 1996
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Herbert Bass
/s/ Alex Geisler Director February 1, 1996
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Alex Geisler
/s/ David Micciulla Chief Executive Officer, February 1, 1996
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David Micciulla
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Signature Title Date
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/s/ Walter G. Arader Director February 1 , 1996
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Walter G. Arader
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Philip Birsh
/s/ Barry Knepper Senior Vice President- February 1, 1996
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Barry Knepper and Director
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EXHIBIT INDEX
Exhibit No. Description
4.1 Certificate of Incorporation of the Company. (Incorporated
by reference to Item 3(A) of the Company's Annual Report on
Form 10-K filed November 24, 1992, File No. 1-8654).
4.2 Amended and Restated By-Laws of the Company. (Incorporated
by reference to Exhibit 2 of the Company's Annual Report on
Form 10-K, filed November 30, 1995, File No. 1-8654).
*5.1 Opinion of Karen Ceil Lapidus, General Counsel to the
Company,as to the legality of the Common Stock being
registered.
*23.1 Consent of Grant Thornton LLP, independent certified public
accountants
*23.2 Consent of Karen Ceil Lapidus, Esquire (included in the
opinion filed as Exhibit 5.1 hereto).
*24.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this Registration
Statement).
99 1988 Non-Qualified Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10A to the Company's
Annual Report on Form 10K filed November 26, 1990, File No.
1-8654).
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*Filed herewith
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EXHIBIT 5.1
[UNITEL VIDEO, INC. LETTERHEAD]
February 1, 1996
Unitel Video, Inc.
515 West 57th Street
New York, New York 10019
Ladies and Gentlemen:
I am General Counsel to Unitel Video, Inc., a Delaware corporation (the
"Company"). I have been asked to give my opinion in connection with a
Registration Statement on Form S-8 (the "Registration Statement") being filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the offering of 20,000 shares (the "Option Shares") of
Common Stock, par value $1.00 per share, to certain employees and directors of
the Company, issuable upon exercise of options which have been granted by the
Company under its 1988 Non-Statutory Stock Option Plan (the "1988 Plan").
In connection with the foregoing, I have examined originals or copies,
satisfactory to me, of all such corporate records and of all such agreements,
certificates and other documents as I have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, I have assumed
the genuineness of all documents submitted to me as originals.
Based upon and subject to the foregoing, I am of the opinion that the
Option Shares, when issued and paid for in accordance with the 1988 Plan and in
accordance with the options issuable pursuant to the 1988 Plan, upon exercise of
which the Option Shares become issuable, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Karen Ceil Lapidus
Karen Ceil Lapidus
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated November 28, 1995 (except for this Note B, as to
which the date is December 12, 1995), accompanying the consolidated financial
statements and schedule included in the Annual Report of Unitel Video, Inc. on
Form 10-K for the year ended August 31, 1995 which is incorporated by reference
in this Registration Statement. We hereby consent to the incorporation by
reference of said report in the Registration Statement of Unitel Video, Inc.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
New York, New York
January 31, 1996
