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As filed with the Securities and Exchange Commission on January 14, 1997.
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
ALL AMERICAN COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 808 WILSHIRE BOULEVARD 3652
(State or other SANTA MONICA, CALIFORNIA 90401-1810 (I.R.S. Employer
jurisdiction of (310) 656-1100 Identification No.)
incorporation or (Address, including zip code, and telephone
organization) number,
including area code, of registrant's principal
executive offices)
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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.
808 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA 90401-1810
(310) 656-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
Barry L. Dastin, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
1999 Avenue of the Stars, Suite 1600
Los Angeles, CA 90067
(310) 788-1000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum
Title of shares Amount to be Offering Price Aggregate Amount of
to be registered Registered per Unit(1) Offering Price(1) Registration Fee(1)
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Class B Common Stock 2,250,000(2) $9.0625 20,390,625 6,178.98
$.0001 par value
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__________________________________
(1) The offering price and the amount of registration fee have been computed
pursuant to Rule 457(h)(1) and Rule 457(c) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), based upon the
average of the high and low prices of the Company's Class B Common Stock,
par value $0.0001 per share, reported on the Nasdaq National Market on
January 9, 1997.
(2) Pursuant to Rule 416 promulgated pursuant to the Securities Act, this
registration statement also covers such indeterminable number of
additional shares of Class B Common Stock as may be issuable pursuant to
the antidilution provisions of the Company's 1994 Stock Incentive Plan
(the "1994 Plan").
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PART I
EXPLANATORY NOTE
The Company is filing this registration statement on Form S-8 in order
to register 2,250,000 shares of Class B Common Stock, $.0001 par value (the
"Class B Common Stock") to be offered and sold pursuant to the 1994 Plan, as
well as an undetermined amount of Class B Common Stock to be offered and sold
pursuant to the 1994 Plan in accordance with Rule 416 of the Securities Act. The
Class B Common Stock registered hereunder is in addition to the 1,250,000 shares
of Common Stock, par value $.0001 issued or available for issuance pursuant to
the 1994 Plan and previously registered on Form S-8 (Registration No. 33-64423)
filed on November 17, 1995 (the "1995 S-8"). The contents of the 1995 S-8 are
incorporated herein by reference and made a part hereof.
The documents containing the information specified in this Part I have
been or will be sent or given to optionees as specified by Rule 428(b)(1)
promulgated under the Securities Act. Such documents are not filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. Copies of all documents incorporated by
reference in Item 3 of Part II of this Form S-8 (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
herein), as well as other documents required to be delivered to employees
pursuant to Rule 428(b), will be provided without charge to each person,
including any beneficial owner, on the written or oral request of such person
made to All American Communications, Inc., 808 Wilshire Boulevard, Santa
Monica, California 90401, Attention: Paul Pavlis, Secretary, Telephone:
(310) 656-1100.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates by reference the following documents
heretofore filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act:
1. Annual Report of All American Communications, Inc. (the
"Company") on Form 10-K for the fiscal year ended December 31,
1995, filed April 1, 1996, as amended on April 29, 1996, and
further amended on June 18, 1996;
2. Quarterly Report of the Company on Form 10-Q for the fiscal
quarter ended March 31, 1996;
3. Quarterly Report of the Company on Form 10-Q for the fiscal
quarter ended June 30, 1996;
4. Quarterly Report of the Company on Form 10-Q for the fiscal
quarter ended September 30, 1996;
5. Current Reports of the Company on Form 8-K or 8-K/A, filed on
May 3, 1996, June 14, 1996, June 21, 1996, June 28, 1996,
August 6, 1996, September 25, 1996, October 22, 1996 and
November 6, 1996; and
6. The description of the Class B Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December
4, 1995.
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.
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 interests 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
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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 Company's Bylaws provides, in substance, for the
indemnification of directors and officers of the Company to the fullest
extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.2 All American Communications 1994 Stock Option Plan (the "Plan"), as
amended, incorporated by reference to Exhibit B to the Company's Proxy
Statement, for the 1996 annual meeting of stockholders.
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP (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;
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(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.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities
and Exchange Commission 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 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 has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Monica and State of California on the 14th day of January, 1997.
ALL AMERICAN COMMUNICATIONS, INC.
By: /s/ THOMAS BRADSHAW
---------------------------------
Thomas Bradshaw
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, the undersigned Directors and
Officers of All American Communications, Inc., a Delaware corporation (the
"Corporation"), hereby constitute and appoint Thomas Bradshaw, each with full
power of substitution and resubstitution, their true and lawful attorneys and
agents to sign the names of the undersigned Directors and Officers in the
capacities indicated below to the Registration Statement to which this Power of
Attorney is filed as an exhibit, and all amendments (including post-effective
amendments) and supplements thereto, and all instruments or documents filed as
a part thereof or in connection therewith, and to file the same, with all
exhibits thereto, and all other instruments or documents in connection
therewith, with the Securities and Exchange Commission; and each of the
undersigned hereby ratifies and confirms all that said attorneys, agents, or
any of them, shall 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 date indicated:
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Signature Title Date
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/s/ ANTHONY J. SCOTTI Chairman of the Board January 14, 1997
- ------------------------- Chief Executive Officer
Anthony J. Scotti (principal executive officer)
/s/ THOMAS BRADSHAW Director, Chief Financial Officer January 14, 1997
- ------------------------- and Treasurer
Thomas Bradshaw (principal accounting officer)
/s/ EUGENE P. BEARD Director January 14, 1997
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Eugene P. Beard
/s/ LAWRENCE E. LAMATTINA Director January 14, 1997
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Lawrence E. Lamattina
/s/ GORDON LUCE Director January 14, 1997
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Gordon Luce
Director January __, 1997
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R. Timothy O'Donnell
/s/ DAVID A. MOUNT Director January 14, 1997
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David A. Mount
/s/ MYRON I. ROTH Director January 14, 1997
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Myron I. Roth
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/s/ BENJAMIN J. SCOTTI Director January 14, 1997
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Benjamin J. Scotti
/s/ SYDNEY D. VINNEDGE Director January 14, 1997
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Sydney D. Vinnedge
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EXHIBIT 5.1
[KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP LETTERHEAD]
Writer's Direct Dial Number
(212) 836-8000
January 14, 1997
All American Communications, Inc.
808 Wilshire Boulevard
Santa Monica, CA 90401
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 2,250,000 shares of the
Company's Class B Common Stock, par value $.0001 per share (the "Class B 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 Class B 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, LLP
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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 registration of 2,250,000 shares of Class B common
stock of All American Communications, Inc. of our report dated March 4, 1996,
with respect to the consolidated financial statements and schedule of All
American Communications, Inc., and to our report dated March 28, 1996, with
respect to the combined financial statements of the combined business of Mark
Goodson Productions, L.P. and The Child's Play Company, both of which are
included in All American Communications, Inc.'s Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
Los Angeles, California
January 10, 1997
