<PAGE>
As filed with the Securities and Exchange Commission on November 14, 1995
Registration Number 33-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________________
CST ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2614435
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_______________________________
5901 Green Valley Circle
Suite 400
Culver City, California 90230
(310) 417-3444
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_______________________________
STEPHEN S. STRICK, ESQ. Copies to:
CST Entertainment, Inc. ROBERT S. BARRY, JR., ESQ.
5901 Green Valley Circle Loeb and Loeb
Suite 400 1000 Wilshire Boulevard
Culver City, California 90230 Suite 1800
(310) 417-3444 Los Angeles, California 90017
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
--
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
<PAGE>
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
--
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
/ /
- -- -------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
-- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Aggregate Aggregate Amount of
Title of Shares to be Price Per Offering Registration
to be Registered Registered Share(1)(2) Price(1) Fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.15 par value 1,500,000 $.91 $1,365,000 $273.00
per share
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
(1)Estimated solely for the purpose of determining the registration fee.
(2)Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
offering price per share with respect to such shares has been computed based
upon the average of the high and low prices of the Common Stock on November 8,
1995, as traded on the American Stock Exchange.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
CST ENTERTAINMENT, INC.
This Prospectus relates to 1,500,000 shares of Common Stock, par value
$0.15 per share ("Common Stock"), of CST Entertainment, Inc. (the "Company")
which may be offered for sale from time to time by Merrill Lynch Phoenix Fund,
Inc. ("Phoenix Fund"), M&A Investments, Inc. ("M&A"), and Jefferies & Company,
Inc. ("Jefferies"). See "Selling Stockholders." The shares to which this
Prospectus relates include 900,000 currently outstanding shares of Common Stock
held by Phoenix Fund, 500,000 currently outstanding shares of Common Stock held
by M&A, and 100,000 currently outstanding shares of Common Stock held by
Jefferies.
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities"). The Company has
agreed to pay all of the expenses of the offering of the Securities, estimated
to be approximately $36,000.
See "Risk Factors" for a discussion of certain risk factors that
should be considered by prospective investors in the Securities offered hereby.
The Common Stock is listed on the American Stock Exchange (Symbol:
CLR). The reported closing sale price of the Common Stock on November 8, 1995
was $.94 per share. Prospective investors should obtain the most recent
available price quotations prior to any purchase of Common Stock.
______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSIO NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________
The date of this Prospectus is November 14, 1995
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement"), of which this Prospectus is a part, with the
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Securities offered hereby. This Prospectus omits certain
information and exhibits included in the Registration Statement, copies of which
may be obtained upon payment of a fee prescribed by the Commission or may be
examined free of charge at the principal office of the Commission in Washington,
D.C. For further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement.
The Common Stock is listed on the American Stock Exchange (Symbol:
CLR), and reports and information concerning the Company can be inspected at
such exchange, 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are by this reference incorporated in and made a part of this
Prospectus: (i) the Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, including the portions of the Company's proxy statement dated
October 25, 1995 relating to its 1995 Annual Meeting of Stockholders
incorporated by reference in such Report, and (ii) all documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all Securities offered hereby have been sold or
which deregisters all Securities then remaining unsold. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is 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 Prospectus.
2
<PAGE>
Copies of all documents which are incorporated herein by reference
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents or into this
Prospectus) will be provided without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon a written or oral
request to CST Entertainment, Inc., Attention: General Counsel, 5901 Green
Valley Circle, Suite 400, Culver City, California 90230, telephone
number (310) 417-3444.
THE COMPANY
The Company's principal executive offices are located at 5901 Green
Valley Circle, Suite 400, Culver City, California 90230, and its telephone
number is (310) 417-3444.
RISK FACTORS
Prospective investors should consider carefully, in addition to the
other information contained in and incorporated into this Prospectus, the
following factors before purchasing the Securities offered hereby.
HISTORY OF OPERATING LOSSES; ACCOUNTANT'S REPORT WITH GOING CONCERN DISCLOSURE
The Company has not yet attained operating profitability. The
Company's statements of operations for the fiscal year ended June 30, 1995
("Fiscal 1995") and for the fiscal year ended June 30, 1994 ("Fiscal 1994")
reflect net operating losses of $1,459,944 and $1,892,848, respectively. The
Fiscal 1994 results are primarily attributable to the operation of the Company's
colorization facility at less than optimum capacity in the first half of Fiscal
1994 as the Company lacked a sustainable backlog of business. In the second
half of Fiscal 1994, the Company expanded its operations to thirty-two work
stations on three eight-hour shifts, as compared to approximately twenty-three
work stations on two eight-hour shifts in the first half of Fiscal 1994. As a
result of such expansion, during all of Fiscal 1995, the Company operated, and
is currently operating, its colorization facility at full capacity.
The Company has experienced significant negative cash flows from
operations for the past three years. The Company's independent accountant's
report on the Company's financial statements for Fiscal 1995 includes an
explanatory paragraph which states that the Company has suffered significant
recurring losses and negative cash flows from operations and has negative
working capital of $226,976 at June 30, 1995, which, among other factors, raises
substantial doubt about its ability to continue as a going concern. Said
independent accountant's report further states that the financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
3
<PAGE>
The Company raised $847,491 through unregistered sales of Common
Stock in Fiscal 1995, and as of October 31, 1995, the Company believed it had
a firm backlog of approximately $4.2 million, over half of which is expected
to be realized in revenues in Fiscal 1996. Also as of September 1995, the
Company was in negotiations for over $20 million of production work, a
portion of which is expected to be realized in revenues in Fiscal 1996; of
that $20 million, approximately $3 million was being worked upon in
production as of October 31, 1995. There can be no assurance that the
negotiations for the remaining production work will be consummated, or if
consummated that the Company will recognize revenues therefrom in Fiscal 1996
or at all. As of September 1994, the Company had verbal indications of $10
million of production work, of which approximately $3 million in revenues was
realized in Fiscal 1995. Should the Company be successful in obtaining the
contracts currently under negotiation, the Company anticipates cash flows
from operations to be positive over the next twelve months. The Company's
ability to achieve a profitable level of operations is dependent in large
part upon the successful attainment of contracts currently in negotiation.
There can be no assurance that revenues will increase significantly in the
future or that the Company will ever achieve profitable operations.
SELLING STOCKHOLDERS
All of the Securities offered hereby are held by Phoenix Fund,
Jefferies and M&A (collectively, the "Selling Stockholders"). The Securities
include an aggregate of 900,000 shares that are currently outstanding and held
by Phoenix Fund, 100,000 shares that are currently outstanding and held by
Jefferies, and 500,000 shares that are currently outstanding and held by M&A.
Phoenix Fund has advised the Company that prior to this offering, it
held 2,525,000 shares of Common Stock, constituting 9.4% of the outstanding
shares of Common Stock. After completion of this offering, assuming the sale of
all of the shares of Common Stock offered hereby, Phoenix Fund will hold
1,625,000 shares of Common Stock, which will constitute 6.4% of the shares of
Common Stock.
Jefferies acquired its shares offered hereby as compensation for
investment banking services rendered by Jefferies on behalf of the Company.
Jefferies has advised the Company that prior to this offering, it held 100,000
shares of Common Stock, constituting less than 1% of the outstanding shares of
Common Stock.
The Company obtained short term financing from M&A pursuant to a
Promissory Note, dated July 19, 1995 (the "Note"), made by the Company and its
subsidiaries, CST Featurizations, Inc. and CST Computoons, Inc., in favor of M&A
in the amount of $500,000. In connection with the execution of the Note, the
Company granted M&A the right to convert (the "Conversion Rights") any portion
of the Note into shares of Common Stock. The exercise price of the Conversion
Rights is $.50 per share. M&A acquired the shares of Common Stock offered
hereby upon exercise of its Conversion Rights with
4
<PAGE>
respect to $250,000 of the obligations under the Note. M&A has advised the
Company that prior to this offering, it held 500,000 shares of Common Stock, or
1.9% of the outstanding shares of Common Stock. After completion of this
offering, assuming the sale of all of its shares offered hereby, M&A will hold
no shares of Common Stock, except that M&A will continue to hold Conversion
Rights with respect to the remaining obligations under the Note, and has
warrants to purchase 750,000 shares of Common Stock; the shares underlying the
remaining Conversion Rights and the warrants are not being offered hereby.
Abbey J. Butler, a director of the Company, is also a director of M&A. He is
also the co-chairman of the board of directors and co-chief executive officer of
FoxMeyer Health Corporation, which wholly owns M&A, and, directly and together
with another individual who is not affiliated with the Company, beneficially
owns approximately 24% of the issued and outstanding shares of FoxMeyer Health
Corporation.
Each Selling Stockholder may offer shares of Common Stock from time to
time in one or more transactions on the American Stock Exchange, which may
involve brokers or dealers, or in private transactions. The Company has not
entered into any agreement, arrangement or understanding with brokers or dealers
regarding the shares of Common Stock that may be offered hereby prior to the
effective date of the Registration Statement of which this Prospectus forms a
part, and the Selling Stockholders have advised the Company that they have not
entered into any such agreement.
LEGAL OPINION
The validity of the Common Stock being offered hereby will be
passed upon for the Company by Stephen S. Strick, its Senior Vice President,
General Counsel and Secretary. Mr. Strick does not currently hold any shares
of Common Stock, but prior to this offering, he owned unexercisable options
to purchase 40,000 shares of Common Stock and exercisable options to purchase
20,000 shares of Common Stock. The exercise price of Mr. Strick's options is
$1.00 per share of Common Stock.
EXPERTS
The financial statements and schedule which are included and
incorporated by reference in the Company's Annual Report on Form 10-K for Fiscal
1995 (which contains an explanatory paragraph regarding uncertainties as to the
Company's ability to continue as a going concern) and which are incorporated
herein by reference, have been audited by BDO Seidman, LLP, independent
certified public accountants. The financial statements referred to above have
been incorporated by reference in reliance upon such reports given upon the
authority of said firm as experts in auditing and accounting.
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Article 8 of the Company's Restated Certificate of Incorporation
provides that a director of the Company shall not be liable to the Company
5
<PAGE>
or its stockholders for monetary damages for breach of fiduciary duty as a
director except for liability (i) for breach of the 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) under
Section 174 of the Delaware General Corporation Law (the "DGCL"), or (iv) for
any transaction for which a director derives an improper personal benefit. In
addition, Article 6 of the Company's Restated Certificate of Incorporation also
provides that the Company shall indemnify, to the fullest extent permitted by
Section 145 of the DGCL, all directors and officers whom the Company may
indemnify pursuant thereto.
Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses incurred in
connection with this Registration Statement. All such expenses will be paid by
the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.. $ 273.00
Public accountants' fees............................. 1,000.00
Legal fees and expenses.............................. 16,000.00
Blue Sky fees and expenses........................... 1,000.00
Miscellaneous expenses............................... 17,727.00
----------
TOTAL................................. $36,000.00
</TABLE>
All of the above items except the registration fee are estimates.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 8 of the Company's Restated Certificate of Incorporation
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for breach of the 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) under Section 174 of
the Delaware General Corporation Law (the "DGCL"), or (iv) for any transaction
for which a director derives an improper personal benefit. In addition,
Article 6 of the Company's Restated Certificate of Incorporation also provides
that the Company shall indemnify, to the fullest extent permitted by Section 145
of the DGCL, all directors and officers whom the Company may indemnify pursuant
thereto. A summary of the circumstances in which such indemnification is
provided for is contained herein.
In general, under Section 145 of the DGCL, any officer, director,
employee or agent may be indemnified against expenses including attorneys' fees,
fines, settlements or judgments which were actually and reasonably incurred in
connection with a legal proceeding, other than one brought by or on behalf of
the Company, to which he was a party as a result of such relationship, if he
acted in good faith, and in a manner he reasonably believed to be in the
Company's best interest and not unlawful. If the action is brought by or on
behalf of the Company, the person to be indemnified must have acted in good
faith and in a manner reasonably believed to have been in the Company's best
interest, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person has been adjudged to be liable to the
Company unless and only the extent that a court determines that despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity.
II-1
<PAGE>
No person seeking indemnification may be denied indemnification unless
a majority of non-interested directors or the stockholders of the Company
determine in good faith, or independent legal counsel for the Company opines in
writing, that the standards for indemnification have not been met. A successful
defense is deemed conclusive evidence of a person's right to be indemnified
against expenses.
The Company may advance funds to pay the expenses of any person
involved in such action provided that the Company receive an undertaking that
the person will repay the advanced funds in the event it is ultimately
determined that he is not entitled to indemnification.
Indemnification may also be granted pursuant to provisions of Bylaws
which may be adopted in the future, pursuant to the terms of agreements which
may be entered into in the future or pursuant to a vote of stockholders or
disinterested directors. The statutory provisions cited above also grant the
power to the Company to purchase and maintain insurance which protects its
officers, directors, employees and agents against any liabilities incurred in
connection with their services in such a position. Such an insurance policy has
been obtained by the Company.
Item 16. EXHIBITS.
There are filed as a part of this Registration Statement the exhibits
listed on the Exhibit Index attached hereto on page II-6.
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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;
(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 the undertakings set forth in paragraphs (i)
through (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is
II-2
<PAGE>
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 which reports are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
II-3
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on November 14,
1995.
CST ENTERTAINMENT, INC.
By: /s/ Gerald Shefsky
----------------------------
Gerald Shefsky
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Stephen S. Strick, his true and lawful
attorney-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-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 attorney-in-
fact and agent, or his substitute, may lawfully do or cause to be done by virtue
thereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board
/s/ Gerald Shefsky and Director November 14, 1995
- -----------------------
Gerald Shefsky
President, Chief
Executive Officer and
Director (Principal
Executive and
/s/ Jonathan D. Shapiro Financial Officer) November 10, 1995
- ------------------------
Jonathan D. Shapiro
/s/ Huey Long Director November 10, 1995
- ------------------------
Huey Long
/s/ Stanton Rutledge Chief Operating Officer November 10, 1995
- ------------------------
Stanton Rutledge
/s/ Jeffrey M. Jacobs Controller November 10, 1995
- ------------------------
Jeffrey M. Jacobs
II-5
<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Form S-3 Registration
Statement or are incorporated herein by reference.
EXHIBIT
NUMBERS DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Restated Certificate of Incorporation of the Company,
as amended, filed as Exhibit 3(a) in Item 14(D) of the
Company's Annual Report on Form 10-K for the period
ended June 30, 1995, is incorporated herein by
reference.
4.2 Bylaws of the Company, as amended, filed as Exhibit 3(b) to
the Company's Registration Statement on Form S-18
(Registration No. 2-98368-LA) filed on June 13, 1985, is
incorporated herein by reference.
5 Opinion of Stephen S. Strick, Esq.
23.2 Consent of BDO Seidman.
24 Power of Attorney (contained on the Signature Page filed
with this Registration Statement).
II-6
<PAGE>
EXHIBIT 5
CST ENTERTAINMENT, INC.
November 13, 1995
CST Entertainment, Inc.
5901 Green Valley Circle
Suite 400
Culver City, California 90230
Re: CST ENTERTAINMENT, INC.
Registration Statement on Form S-3
Gentlemen:
I have been requested to render this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement") of CST
Entertainment, Inc., a Delaware corporation (the "Corporation"), filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 1,500,000 shares of Common Stock, $0.15
par value (the "Common Stock"), of the Corporation.
As counsel to the Corporation, I have reviewed the Registration
Statement and the Exhibits thereto, the Certificate of Incorporation and Bylaws
of the Corporation, as amended to date, and the minutes of the proceedings of
the Corporation's Board of Directors, and have also examined such other records,
documents, instruments and certificates of certain officers of the Corporation,
made such inquiries of officers of the Corporation, and considered such
questions of law as I have deemed necessary for the purpose of rendering the
opinions set forth herein.
In my examination, I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon and subject to the foregoing and in reliance thereon, it is
my opinion that the Common Stock has been duly authorized for issuance and will,
when sold, be legally issued, fully paid and nonassessable.
II-7
<PAGE>
This opinion is being furnished to you solely in connection with the
Registration Statement. I hereby consent to the filing of this opinion, or any
copies thereof, as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Stephen S. Strick
-----------------------------------
Stephen S. Strick, Esq.
Senior Vice President and Secretary
II-8
<PAGE>
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
---------------------------------------------------
CST Entertainment, Inc.
Culver City, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
September 11, 1995 (which contains an explanatory paragraph regarding
uncertainties as to the Company's ability to continue as a going concern),
relating to the financial statements and schedule of CST Entertainment, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
June 30, 1995.
We also consent to the reference to us under the caption "Experts" in
the Prospectus.
/s/ BDO Seidman, LLP
-------------------------------
BDO Seidman LLP
Los Angeles, California
November 9, 1995
II-9
