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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALL AMERICAN COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
95-3803222
(I.R.S. Employer Identification No.)
2114 Pico Boulevard, Santa Monica, California 90405
(Address of Principal Executive Offices) (Zip Code)
All American Communications, Inc. 1994 Stock Incentive Plan
(Full Title of the Plan)
Thomas Bradshaw, Senior Executive Vice President and Chief Financial Officer,
All American Communications, Inc., 2114 Pico Boulevard, Santa Monica,
California 90405
(Name and Address of Agent For Service)
(310) 450-3193
Telephone Number, Including Area Code, of Agent For Service
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=============================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.0001 par 1,250,000 $11.5625(1) $14,453,125(1) $2890.63(1)
value
=============================================================================================================
</TABLE>
(1) The offering price has been computed pursuant to Rules 457(c) and
457(h)(1) promulgated under the Securities Act of 1933, as amended, upon
the basis of the bid and ask prices of the Common Stock reported by the
National Association of Securities Dealers, Inc. Automated Quotation
System Small Cap Market on November 16, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, or portions thereof, are incorporated
herein by reference:
1. All American Communications, Inc. (the "Company") Annual
Report Form 10-K for the year ended December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995.
5. The Company's Current Report on Form 8-K dated October 12,
1995.
6. The description of the Company's common stock, $.0001 par
value, contained in Item 1 of the Company's Form 8-A for Registration of
Certain Classes of Securities filed with the Securities and Exchange Commission
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on March 20, 1986, as amended on April 11, 1986.
All documents subsequently filed by the Company 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 securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that, despite the adjudication of liability, such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 145 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; and that the corporation is empowered to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the
corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
Section 145.
Article IV of the Bylaws provides, in substance, for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Delaware law. The Company has obtained an insurance policy in the
amount of $5,000,000 in respect of potential liabilities of its officers and
directors, including potential liabilities under the Securities Act of 1933, as
amended (the "Securities Act").
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.2 All American Communications, Inc. 1994 Stock Incentive Plan
(incorporated by reference to the same numbered exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1994).
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler (filed as part of
Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature page hereto).
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the 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 which remain unsold at the
termination of the offering;
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing
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provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against pubic
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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
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 Los Angeles, State of California, on this 16th
day of November, 1995.
ALL AMERICAN COMMUNICATIONS, INC.
(Registrant)
By /s/ Anthony J. Scotti
__________________________________
Title: Anthony J. Scotti
Chief Executive Officer
POWER OF ATTORNEY
BE IT KNOWN TO ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Anthony J. Scotti and
Thomas Bradshaw and each of them acting alone, his lawful attorney-in-fact or
agent, with full powers 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, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorney-in-fact and agents, each acting
alone, 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 for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute may lawfully do or cause to be done by virtue hereof.
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IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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 date indicated:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Anthony J. Scotti Chairman of the Board November 16, 1995
____________________________ Chief Executive Officer
Anthony J. Scotti (principal executive officer)
/s/ Thomas Bradshaw Director, Chief Financial Officer November 16, 1995
____________________________ and Treasurer
Thomas Bradshaw (principal accounting officer)
/s/ Eugene P. Beard Director November 16, 1995
____________________________
Eugene P. Beard
/s/ Lawrence E. Lamattina Director November 16, 1995
____________________________
Lawrence E. Lamattina
____________________________ Director November __, 1995
Gordon Luce
/s/ R. Timothy O'Donnell Director November 16, 1995
____________________________
R. Timothy O'Donnell
/s/ David A. Mount Director November 16, 1995
____________________________
David A. Mount
/s/ Myron I. Roth Director November 16, 1995
____________________________
Myron I. Roth
/s/ Benjamin J. Scotti Director November 16, 1995
____________________________
Benjamin J. Scotti
/s/ Sydney D. Vinnedge Director November 16, 1995
____________________________
Sydney D. Vinnedge
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DOCUMENT NAME PAGE NUMBER
<S> <C>
4.2 All American Communications, Inc. 1994 Stock Incentive
Plan (incorporated by reference to the same numbered exhibit
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1994).
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler
(filed as part of Exhibit 5.1 hereto).
24.1 Power of Attorney (included in the signature page hereto).
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EXHIBIT 5.1
[KAYE, SCHOLER, FIERMAN, HAYS & HANDLER LETTERHEAD]
November 16, 1995
WRITER'S DIRECT DIAL NUMBER
(212) 836-8000
All American Communications, Inc.
2114 Pico Boulevard
Santa Monica, California 90405
Gentlemen:
We have acted as special counsel to All American
Communications, Inc., a Delaware corporation (the "Company"), in connection
with its Registration Statement on Form S-8 (the "Registration Statement"),
filed pursuant to the Securities Act of 1933, as amended (the "Act"), relating
to the proposed offering by the Company of an aggregate of 1,250,000 shares of
the Company's common stock, par value $.0001 per share (the "Common Stock"),
pursuant to its 1994 Stock Incentive Plan (the "Plan").
In that connection, we have reviewed the Restated Certificate
of Incorporation of the Company, its By-Laws, resolutions of its Board of
Directors and such other documents and records as we have deemed appropriate.
On the basis of such review and having regard to legal
considerations which we deem relevant, it is our opinion that the Common Stock
to be issued by the Company pursuant to the Plan has been duly authorized and,
when issued in accordance with the terms set forth in the Plan, will be duly
and 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 this opinion, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ Kaye, Scholer, Fierman, Hays & Handler
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1994 Stock Incentive Plan of All American
Communications, Inc. of our report dated March 8, 1995, with respect to the
consolidated financial statements and schedule of All American Communications,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1994, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Los Angeles, California
November 13, 1995
