<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1996.
Registration No. 33-93002
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8 POS
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Post Effective Amendment No. 1
-------------
TRANSMEDIA NETWORK INC.
(Exact name of Registrant as specified in its charter)
Delaware 84-6028875
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
-------------
11900 Biscayne Boulevard
North Miami, Florida 33181
(305) 892-3300
(Address, including zip code, of Principal Executive Offices)
--------------
TRANSMEDIA NETWORK INC.
1996 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
-------------
Melvin Chasen
President, Chief Executive Officer
and Chairman of the Board
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
(305) 892-3300
(Name, address, and telephone number,
including area code, of agent for service)
-------------
Copies to:
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6050
-------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities to Amount to be price per share offering registration fee
be registered registered (1) price (1) (1)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.02 per share 505,966 shares (2) $8.125 $4,110,973.75 $1,417.58
======================================================================================================================
<FN>
(1) Calculated pursuant to Rule 457(c) and (h), based upon the average of
the high and low prices for the Common Stock on the New York Stock
Exchange, Inc. composite tape for June 18, 1996, solely for purposes
of calculating the registration fee.
(2) Pursuant to Rule 416(a), the number of shares being registered shall
be adjusted to include any additional shares which may become issuable
as a result of stock splits, stock dividends, or similar transactions
in accordance with anti-dilution provisions of the 1996 Long-Term
Incentive Plan.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTES
-----------------
This Registration Statement includes a form of prospectus to be used
by certain persons who may be deemed to be affiliates of the Company in
connection with the resale of shares of Common Stock received by such persons
pursuant to the 1996 Long-Term Incentive Plan of Transmedia Network Inc. which
shares are being registered pursuant to this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
-----------------
Omitted as permitted.
Item 2. Registrant Information and Employee Plan Annual Information.
------------------------------------------------------------
Omitted as permitted.
I-1
<PAGE>
Prospectus
505,966 Shares
TRANSMEDIA NETWORK INC.
Common Stock
------------------
This Prospectus relates to the offer and sale of up to 505,966 shares
(the "Shares") of Common Stock, par value $.02 per share, of Transmedia Network
Inc. (the "Common Stock"). All of the Common Stock offered hereby may be sold
from time to time by and for the accounts of the selling stockholders named in
this Prospectus or in a supplement to this Prospectus (the "Selling
Stockholders"). See "Selling Stockholders." The Common Stock offered hereby will
be purchased by the Selling Stockholders upon the exercise of options granted
under the 1996 Long-Term Incentive Plan of the Company or otherwise acquired
thereto by them. The methods of sale of the Common Stock offered hereby are
described under the heading "Plan of Distribution." The Company will receive
none of the proceeds from such sales. The Company will pay all expenses in
connection with this offering, other than commissions and discounts of
underwriters, dealers or agents.
The Selling Stockholders and any broker-dealers that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"), and any commission or profit on the resale of shares received by
such broker-dealers may be deemed to be underwriting commissions and discounts
under the 1933 Act. Upon the Company's being notified by a Selling Stockholder
that any material arrangement has been entered into with a broker or dealer for
the sale of shares through a secondary distribution, or a purchase by a broker
or dealer, a supplemented Prospectus will be filed, if required, disclosing
among other things the names of such broker-dealers, the number of shares
involved, the price at which such shares are being sold and the commissions paid
or the discounts or concessions allowed to such broker-dealers.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares. The Common Stock of the Company is listed on the New
York Stock Exchange, Inc. (the "NYSE") (Symbol: TMN). On June 18, 1996, the
closing price of the Common Stock was $8.00 per share.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR 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 June 25, 1996
P-1
<PAGE>
No person has been authorized to give any information or to make any
representation other than that contained in, or incorporated by reference into,
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by anyone, in any state in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any state, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the information herein or the affairs of the Company since the date
hereof.
A registration statement on Form S-8 in respect of the Common Stock
offered by this Prospectus (the "Registration Statement") has been filed with
the Securities and Exchange Commission (the "Commission"), Washington, D.C.
20549, under the 1933 Act. This Prospectus does not contain all of the
information contained in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
Accordingly, additional information concerning the Company and such securities
can be found in the Registration Statement, including various exhibits thereto,
which may be inspected at the Public Reference Section of the Commission.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Commission. Reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied, at prescribed rates, during normal business hours, at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048.
Additionally, such reports and proxy statements can be inspected at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the Company's fiscal
year ended September 30, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996;
(3) The description of the Company's Common Stock registered under the
1934 Act contained in the Company's Registration Statement filed under Section
12 of the 1934 Act, including any amendments or reports filed for the purpose of
updating such description; and
P-2
<PAGE>
(4) The Company's Proxy Statement furnished in connection with the 1996
Annual Meeting of Stockholders, as filed with the Commission on January 26,
1996.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
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.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the information that has been or may be
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests should be directed to the attention of the Secretary of
Transmedia Network Inc., 11900 Biscayne Boulevard, North Miami, Florida 33181,
telephone: (305) 892-3300.
P-3
<PAGE>
THE COMPANY
Transmedia Network Inc., through its three (3) wholly-owned operating
subsidiaries, owns and markets a restaurant card (the "Transmedia Card")
offering various savings programs to the Company's cardmembers on dining costs
for restaurants both within and outside the United States from which the
Company, its franchisees and its licensees have purchased food and beverage
credits ("Rights to Receive Credits"). The Company derives its income
principally from retaining the difference between the amounts paid in advance by
the Company to restaurants for Rights to Receive Credits and amounts paid by
cardmembers to the Company (through their MasterCard, Visa, Discover or American
Express credit card provider) for the food and beverages purchased at such
restaurants, and from cardmember membership fees. Since 1990, the Company has
also derived income from franchising the Transmedia Card and related proprietary
rights and know-how, including rights to solicit restaurants and acquire Rights
to Receive Credits, in the United States and, since August 1993, from licensing
the Transmedia Card and related proprietary rights and know-how outside the
United States, including in Europe and the Asia-Pacific region. Most recently,
the Company began to offer to its cardmembers discounts on non-restaurant
products and services, such as hotel lodging, long-distance calling and catalog
purchases.
The Company's primary areas of operations through its subsidiaries
include New York, New Jersey, Connecticut, Southeast, Southwest and Central
Florida, the Boston, Massachusetts metropolitan area, the Philadelphia,
Pennsylvania metropolitan area, Rhode Island, Maine, New Hampshire, Vermont, the
Chicago, Illinois metropolitan area, the Detroit, Michigan metropolitan area and
most recently Milwaukee, Wisconsin, Indianapolis, Indiana, Denver, Colorado and
Phoenix, Arizona. The Company's domestic franchises are located in various
territories around the country, including parts of New Jersey, the state of
California, the Washington, D.C./Baltimore, Maryland metropolitan area, the
Houston and Dallas/Ft. Worth, Texas metropolitan areas, North and South
Carolina, the Atlanta, Georgia metropolitan area, Virginia and Tennessee.
The Company was incorporated in Delaware in 1987. The executive offices
of the Company are located at 11900 Biscayne Boulevard, North Miami, Florida
33181. The telephone number is (305) 892-3300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders.
P-4
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are officers and directors of the Company and
may be deemed to be "affiliates" of the Company within the meaning of the 1933
Act. The following table and text shows as to each Selling Stockholder: the name
of the Selling Stockholder, the nature of any position, office or other material
relationship with the Company or its affiliates within the past three (3) years;
the number of shares of the outstanding Common Stock of the Company owned as of
June 18, 1996; the number of such shares which may be sold for the account of
the Selling Stockholder; and the number of such shares and percentage of the
outstanding shares of such class that will be owned by the Selling Stockholder
assuming the sale of all shares offered hereby.
<TABLE>
<CAPTION>
Number of Number of Percentage of
Shares Owned Shares Which Shares Owned Shares Owned
Selling Stockholder Before Sale 1/ May be Sold 2/ After Sale After Sale
- ------------------- -------------- -------------- --------------- ----------
<S> <C> <C> <C> <C>
Jack Africk 118,830 5,000 123,830 1.21
Director (Director since 1992)
Gregory R. Borges 35,375 35,375 .35
Treasurer (Executive Officer since 1992)
James M. Callaghan 220,786 220,786 2.15
Vice President and Director (Director since
1991 and Executive Officer since 1994)
Melvin Chasen 1,062,564 1,062,564 10.21
Chairman of the Board,
President and Chief Executive Officer
(Director and Executive Officer
since 1984)
Kathryn M. Ferara 9,408 9,408 .09
Secretary (Executive Officer
since 1992)
- ----------------------
<FN>
1/ Shares issuable to the Selling Stockholders upon exercise of currently
outstanding options under other employee benefit plans of the Company, whether
or not presently exercisable, are included.
2/ As Common Stock is purchased pursuant to the exercise of options awarded
under the 1996 Long-Term Incentive Plan or otherwise, this registration
statement will be amended.
</FN>
</TABLE>
P-5
<PAGE>
<TABLE>
<CAPTION>
Number of Number of Percentage of
Shares Owned Shares Which Shares Owned Shares Owned
Selling Stockholder Before Sale 1/ May be Sold 2/ After Sale After Sale
- ------------------- -------------- -------------- ------------ ----------
<S> <C> <C> <C> <C>
Paul A. Ficalora 198,925 198,925 1.96
Executive Vice President of
Transmedia Restaurant Company, Inc.
(Executive Officer since 1988)
Herbert M. Gardner 378,378 5,000 383,378 3.75
Director (Director since 1983)
Irwin Hochberg 115,812 5,000 120,812 1.19
Director (Director since 1987)
Barry S. Kaplan 82,800 82,800 .81
Vice President and
Director (Director since 1996)
A. Barry Merkin 7,000 5,000 12,000 .12
Director (Director since 1995)
Henry Seiden 179,280 5,000 184,280 1.81
Director (Director since 1988)
David L. Weinberg 52,594 52,594 .52
Vice President and Chief Financial Officer
(Executive Officer since 1991)
Brian Kravitz 600 10,000 10,600 .10
Vice President of Transmedia
Service Company Inc.
(Officer since 1996)
<FN>
1/ Shares issuable to the Selling Stockholders upon exercise of currently
outstanding options under other employee benefit plans of the Company, whether
or not presently exercisable, are included.
2/ As Common Stock is purchased pursuant to the exercise of options awarded
under the 1996 Long-Term Incentive Plan or otherwise, this registration
statement will be amended.
</FN>
</TABLE>
P-6
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold by Selling Stockholders or by their respective
pledgees, donees, transferees or other successors in interest. In addition to
any such number of Shares sold hereunder, a Selling Stockholder may, at the same
time, sell any shares of Common Stock, including the Shares, owned by him in
compliance with all of the requirements of Rule 144, regardless of whether such
shares are covered by this Prospectus. Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then-current market price, or in
negotiated transactions. The Shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; (d) an exchange
distribution in accordance with the rules of such exchange; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from Selling Stockholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the 1933 Act, in connection with such sales.
Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(b)
under the 1933 Act, disclosing (a) the name of each of such Selling Stockholder
and the participating broker-dealers, (b) the number of Shares involved, (c) the
price at which such Shares are being sold, (d) the commissions paid or the
discounts or concessions allowed to such broker-dealers, (e) where applicable,
that such broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered hereby.
The Company will pay all expenses in connection with this offering,
other than commissions and discounts of underwriters, dealers or agents.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law provides that each
corporation incorporated thereunder, such as the Company, may indemnify any
person who was or is a party or is threatened to be a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or serving another
corporation at the request of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him 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 a criminal action or proceeding, had no
P-7
<PAGE>
reasonable cause to believe his conduct was unlawful. Lack of good faith is not
to be presumed from settlement. No indemnification is allowed in respect to any
proceeding charging improper personal benefit to the officer or director in
which such person was adjudged to be liable on the basis that personal benefit
was improperly received. To the extent any such person succeeds on the merits or
otherwise, he shall be indemnified against expenses (including attorneys' fees).
A determination that the person to be indemnified meets the applicable standard
of conduct, if not made by a court, is made by the board of directors by
majority vote of a quorum consisting of directors not party to such action, suit
or proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel or by the stockholders. Expenses may be
paid in advance upon receipt of undertakings to repay. A corporation may
purchase indemnification insurance.
Article 8 of the Company's By-laws provides that the Company's
officers, directors, employees and agents acting in their official capacities
are entitled, under certain conditions, to indemnification against liabilities
and expenses.
The Company also currently maintains a directors' and officers'
liability insurance policy providing aggregate coverage in the maximum annual
amount of $5 million, subject to certain deductibles and participation
requirements, insuring the Company's officers and directors against certain
liabilities and expenses incurred by such persons in such capacities. The
maintenance of such insurance coverage is considered vital by the Company in
attracting and retaining the services of qualified directors and officers. The
Company, however, cannot be assured that its existing policy will be renewed
upon expiration or that, if the policy is not renewed, the Company will be able
to obtain similar insurance coverage elsewhere or that the cost thereof will not
be prohibitively expensive.
The Company has not entered into separate indemnification agreements
with any of its officers or directors.
Insofar as indemnification for liabilities arising under the 1933 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 1933 Act and is therefore unenforceable.
P-8
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by Transmedia Network Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this registration statement:
(a) The latest Annual Report of the Company on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(b) All other reports filed by the Company since the end of the fiscal
year covered by the Annual Report referred to above; and
(c) The description of the Company's Common Stock registered under the
Exchange Act contained in the Company's Registration Statement filed under
Section 12 of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All reports and other 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein 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 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 Registration Statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145 of the Delaware General Corporation Law provides that each
corporation incorporated thereunder, such as the Company, may indemnify any
person who was or is a party or is threatened to be a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or serving another
corporation at the request of the corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him 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 a criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Lack of good faith is not
to be presumed from settlement. No indemnification is allowed in respect to any
proceeding charging improper personal benefit to the officer or director in
which such person was adjudged to be liable on the basis that personal benefit
was improperly received. To the extent any such person succeeds on the merits or
otherwise, he shall be indemnified against expenses (including attorneys' fees).
A determination that the person to be indemnified meets the applicable standard
of conduct, if not made by a court, is made by the board of directors by
majority vote of a quorum consisting of directors not party to such action, suit
or proceeding or, if a quorum is not obtainable or a disinterested quorum so
directs, by independent legal counsel or by the stockholders. Expenses may be
paid in advance upon receipt of undertakings to repay. A corporation may
purchase indemnification insurance.
Article 8 of the Company's By-laws provides that the Company's
officers, directors, employees and agents acting in their official capacities
are entitled, under certain conditions, to indemnification against liabilities
and expenses.
The Company also currently maintains a directors' and officers'
liability insurance policy providing aggregate coverage in the maximum annual
amount of $5 million, subject to certain deductibles and participation
requirements, insuring the Company's officers and directors against certain
liabilities and expenses incurred by such persons in such capacities. The
maintenance of such insurance coverage is considered vital by the Company in
attracting and retaining the services of qualified directors and officers. The
Company, however, cannot be assured that its existing policy will be renewed
upon expiration or that, if the policy is not renewed, the Company will be able
to obtain similar insurance coverage elsewhere or that the cost thereof will not
be prohibitively expensive.
The Company has not entered into separate indemnification agreements
with any of its officers or directors.
Insofar as indemnification for liabilities arising under the 1933 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 1933 Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
---------
Exhibit Description
------- -----------
4 Specimen Common Stock Certificate, incorporated by
reference to the registrant's Registration Statement
on Form S-2 (Registration No. 33-40045).
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent
accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
24 Powers of Attorney (included on pages II-5 and II-6
of this Registration Statement).
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) 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 1933 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 thereof) 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 (a)(1)(i) and (a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 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.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant 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 1933 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 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 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 1933 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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
North Miami, State of Florida, on June 18, 1996.
TRANSMEDIA NETWORK INC.
By /s/ Melvin Chasen
-------------------------------
Melvin Chasen
President, Chief Executive Officer
and Chairman of the Board
Each person whose signature to this Registration Statement appears below hereby
appoints each of Melvin Chasen and David L. Weinberg as his attorney-in-fact to
sign on his behalf individually and in the capacity stated below and to file all
supplements, amendments and post-effective amendments to this Registration
Statement, and any and all instruments or documents filed as a part of or in
connection with this Registration Statement or any amendment or supplement
thereto, and any such attorney-in-fact may make such changes and additions to
this Registration Statement as such attorney-in-fact may deem necessary or
appropriate.
Pursuant to the requirements of the 1933 Act, this Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Melvin Chasen President, Chief Executive Officer June 18, 1996
- ----------------------------- and Chairman of the Board
Melvin Chasen (Principal Executive Officer)
/s/ David L. Weinberg Vice President and Chief Financial Officer June 18, 1996
- ----------------------------- (Principal Accounting Officer)
David L. Weinberg
/s/ Jack Africk Director June 18, 1996
- -----------------------------
Jack Africk
/s/ James M. Callaghan Director June 18, 1996
- -----------------------------
James M. Callaghan
II-5
<PAGE>
/s/ Herbert M. Gardner Director June 18, 1996
- -----------------------------
Herbert M. Gardner
/s/ Irwin Hochberg Director June 18, 1996
- -----------------------------
Irwin Hochberg
/s/ A. Barry Merkin Director June 18, 1996
- -----------------------------
A. Barry Merkin
/s/ Henry Seiden Director June 18, 1996
- -----------------------------
Henry Seiden
/s/ Barry S. Kaplan Director June 18, 1996
- -----------------------------
Barry S. Kaplan
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
4 Specimen Common Stock Certificate, incorporated by
reference to the registrant's Registration Statement
on Form S-2 (Registration No. 33-40045).
5 Opinion of Morgan, Lewis & Bockius LLP.
23.1 Consent of KPMG Peat Marwick LLP, independent
accountants.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
24 Powers of Attorney (included on pages II-5 and II-6
of this Registration Statement).
<PAGE>
June 25, 1996
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Transmedia Network Inc., a Delaware corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8, including the exhibits thereto (the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Act"), for the registration by the
Company of 505,966 shares (the "Shares") of Common Stock, par value $.02 per
share, issuable pursuant to the Company's 1996 Long-Term Incentive Plan (the
"Plan").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Registration
Statement and the Plan and such other documents and records as we have deemed
necessary. We have assumed that (i) the Registration Statement, and any
amendments thereto, will have become effective; and (ii) all Shares will be
issued in compliance with applicable federal and state securities laws.
With respect to the issuance of any Shares, we have assumed that the Shares
will be issued, and the certificates evidencing the same will be duly delivered,
in accordance with the Plan and against receipt of the consideration stipulated
therefor which will be no less than the par value thereof.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the Plan, will
be validly issued, fully paid and non-assessable.
We render this opinion as members of the Bar of the State of New York and we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York, the Delaware General Corporation Law and the federal laws of
the United States of America.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/MORGAN, LEWIS & BOCKIUS LLP
Morgan, Lewis & Bockius LLP
<PAGE>
[Peat Marwick LLP Letterhead]
The Board of Directors and
Stockholders
Transmedia Network Inc.:
We consent to incorporation by reference in the registration statement (NO.
33-93002) on Form S-8 of Transmedia Network, Inc. of our report dated November
22, 1995, relating to the consolidated balance sheets of Transmedia Network Inc.
and subsidiaries as of September 30, 1995 and 1994, and the related consolidated
statements of earnings, retained earnings, and cash flows for each of the years
in the three-year period ended September 30, 1995, and all related schedules,
which report appears in the September 30, 1995 annual report on Form 10-K of
Transmedia Network, Inc.
/S/KPMG Peat Marwick LLP
Miami, Florida
June 25, 1996
<PAGE>
