<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
TRANSMEDIA NETWORK INC.
(Exact name of registrant as specified in its charter)
---------------------------
<TABLE>
<S> <C> <C>
Delaware 11900 Biscayne Boulevard 84-6028875
(State or other jurisdiction North Miami, Florida 33181 (I.R.S. Employer
of incorporation or organization) (305) 892-3300 Identification Number)
</TABLE>
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------------
Melvin Chasen
President and Chief Executive Officer
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
(305) 892-3300
(Name, address, including zip code, 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) 309-6000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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 of 1933, other than securities offered only in connection with a
dividend or interest reinvestment plan, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) 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 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. / /
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class Of Amount To Be Offering Aggregate Offering Registration
Securities To Be Registered Registered Price Per Share(1) Price (2) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.02 per share... 3,720,509 6.875 $25,578,499 $10,024
400,000 6.00(2) 2,400,000
400,000 7.00(2) 2,800,000
400,000 8.00(2) 3,200,000
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Estimated pursuant to Rule 457(g).
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 this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
- --------------------------------------------------------------------------------
<PAGE>
4,920,509 Shares
TRANSMEDIA NETWORK INC.
Common Stock
---------------------------
This Prospectus relates to the offer and sale of up to 4,920,509 shares of
Common Stock, par value $.02 per share, of Transmedia Network Inc. 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 (the "Selling
Stockholders"). See "Selling Stockholders". The Company will receive none of the
proceeds from such sales. The Company will pay all expenses in connection with
this registration, other than the fees, discounts or commissions of any broker
or dealer that participates in the distribution of the Common Stock offered
hereby.
The Selling Stockholders and any brokers or 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 brokers or 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 supplement to this Prospectus will be filed, if required,
disclosing among other things the names of such broker or dealer, the number of
shares involved, the price at which such shares are being sold and the
commissions payable or the discounts or concessions allowable to such broker or
dealer.
The Common Stock is listed on the New York Stock Exchange (Symbol: TMN). On
May 19, 1998, the last reported sale price of the Common Stock as quoted on the
New York Stock Exchange was 6.375 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 May 20, 1998
<PAGE>
No person has been authorized to give any information or to make any
representation other than those 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.
AVAILABLE INFORMATION
A registration statement on Form S-3 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.
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 and
information statements, and other information filed by the Company with the
Commission may 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., Room 1024, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of
such materials can also be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a website that contains reports, proxy and
information statements and other information regarding reporting companies under
the 1934 Act at http://www.sec.gov.
The Common Stock is listed on the New York Stock Exchange. Copies of the
Company's reports, proxy and information statements and other information can
also be inspected at the New York Stock Exchange.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997 (filed with the Commission on December 16, 1997), as
amended by Form 10-K/A1 (filed with the Commission on January 28, 1998) and
by Form 10-K/A2 (filed with the Commission on February 10, 1998);
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1997 (filed with the Commission on February 13, 1998);
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998 (filed with the Commission on May 15, 1998);
4. The Company's Current Reports on Form 8-K dated November 6, 1997
(filed with the Commission on November 17, 1997), dated December 29, 1997
(filed with the Commission on January 12, 1998), and dated March 3, 1998
(filed with the Commission on March 17, 1998); and
-3-
<PAGE>
5. The description of the Company's Common Stock registered under the
1934 Act contained in the Company's Registration Statement on Form 8-A
(filed with the Commission on June 4, 1995).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of this offering, shall be deemed to be incorporated by reference
into this Prospectus.
Any statement contained herein or 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.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the foregoing
documents incorporated herein by reference (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 Transmedia Network Inc., 11900
Biscayne Boulevard, North Miami, Florida 33181, telephone: (305) 892-3306,
Attention: Secretary.
THE COMPANY
Transmedia Network Inc. (the "Company") is a marketing company that
selectively issues the TRANSMEDIA(R) Card which is designed to provide its
members with a convenient way to save on the purchase of quality products and
services. Individual and business members accrue savings from a menu of purchase
options, the benefits of which may be utilized in a variety of ways. Initially
created to provide the membership with savings at restaurants, the program has
been expanded to include hotels and resorts, travel and a host of other leisure
time activities. Additionally, the Company offers access to discount long
distance telephone service and discount programs for the purchase of merchandise
from selected retailers.
The Company's operations are transaction driven. Through the advance
purchase at wholesale of "rights-to-receive" from merchants by its sales force,
the Company is able to resell the credits to its cardmembers at savings from
retail prices. The Company earns additional commission income by offering its
growing value-and savings-oriented membership with an array of other goods and
services. In addition, merchants enjoy the ability of analyzing results from the
co-marketing programs.
The Company has recently introduced Transmedia Travel, an exclusive
cardmember booking service, through an affiliation with a major travel agency.
Cardmembers may now book various prepaid packaged vacations such as cruises,
tours, all-inclusive resorts, charter vacations and sports holidays and earn
dining credits (redeemable through use of the Transmedia Card) equal to 10% of
the cost of the vacation.
The Company derives income from franchising and licensing. The Transmedia
Card and related proprietary rights and know-how, including rights to solicit
restaurants, hotels, resorts and motels and acquire food, beverage and lodging
credits, in the United States. The Company also receives revenue from licensing
The Transmedia Card and related proprietary rights and know-how outside the
United States.
The Company's principal executive offices are located at 11900 Biscayne
Boulevard, North Miami, Florida 33181 and its telephone number is (305)
892-3300.
PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares by the Selling Stockholders.
-4-
<PAGE>
SELLING STOCKHOLDERS
An aggregate of 4,920,509 shares of Common Stock may be offered and sold
pursuant to this Prospectus. Of the total shares offered hereby, an aggregate of
3,700,000 shares of Common Stock (including 1,200,000 shares underlying warrants
to purchase Common Stock) were acquired directly from the Company in connection
with the investment by EGI-Transmedia Investors, L.L.C. ("EGI"), Samstock,
L.L.C. ("Samstock") and Halmostock Limited Partnership ("Halmostock"). EGI,
Samstock and Halmostock are parties to agreements which affect the voting of
these shares. Those agreements are exhibits to the Company's Current Report on
Form 8-K, dated March 3, 1998, and filed with the Commission on March 17, 1998
(the "8-K"). Subsequently, on March 3, 1998, Robert M. Steiner, as trustee under
declaration of trust dated March 9, 1983, as amended, establishing the Robert M.
Steiner Revocable Trust, purchased from Samstock and Halmostock an aggregate of
69,560 shares of Common Stock (including 22,560 shares of Common Stock which may
be acquired upon the exercise of outstanding warrants). An additional 170,000
shares of the Common Stock which may be offered and sold hereunder were acquired
by East American Trading Company ("EAT") pursuant to a purchase agreement dated
December 15, 1997 relating to the repurchase by the Company of a franchise in
South Carolina and North Carolina. These shares may be distributed by EAT to its
stockholders who may then seek to dispose of them. In such event, this
Prospectus will be supplemented or amended to cover resales of those shares and
such amendment will identify those persons selling Common Stock and the number
of shares to be so sold. The remaining 1,050,509 shares of Common Stock which
may be offered and sold hereunder are beneficially owned by Melvin Chasen and
Iris Chasen (together, "Chasen"). Pursuant to an Amended and Restated Agreement
Among Stockholders (the "Stockholders Agreement"), dated as of March 3, 1998,
among Samstock, EGI, the Company and Chasen, Chasen granted Samstock and EGI a
proxy to vote their shares, a right of first refusal on public or private sales
of their shares, and a right to be forced to sell their shares in the event of
certain sales by Samstock and EGI, subject to certain conditions. Such rights
may affect the marketability of such shares. The Stockholders Agreement is an
exhibit to the 8-K.
The following table shows as to each Selling Stockholder (i) the number and
percentage of shares of the outstanding Common Stock of the Company owned as of
May 1, 1998; (ii) the number of such shares which may be sold for the account of
each Selling Stockholder; and (iii) the number and percentage of such shares
that will be owned by each Selling Stockholder assuming the sale of all shares
offered hereby. The following information is based upon 12,801,665 shares of
Common Stock outstanding as of May 1, 1998.
<TABLE>
<CAPTION>
Shares Owned Shares Which Shares Owned
Before Sale May be Sold Before Sale
----------------------- -------------- -----------------------
Selling Stockholder Number Percent Number Number Percent
------------------- --------- --------- -------------- --------- ---------
<S> <C> <C> <C> <C> <C>
EGI-Transmedia Investors, L.L.C. 476,647(1) 3.7% 476,647 0 *
c/o Samstock, L.L.C.
Two North Riverside Plaza
Chicago, Illinois 60606
Samstock, L.L.C. 2,641,261(2) 19.3% 2,641,261 0 *
Two North Riverside Plaza
Chicago, Illinois 60606
Halmostock Limited Partnership 592,715(3) 4.6% 512,532 90,000 *
21 West Las Olas Blvd.
Ft. Lauderdale, FL 33301
Robert M. Steiner, as trustee under the 69,560(4) * 69,560 0 *
Robert M. Steiner Revocable Trust
64 East Elm Street
Chicago, Illinois 60611
</TABLE>
-5-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
East American Trading Company 170,000 1.6% 170,000 0 *
4733 Dwight Evans Road
Charlotte, North Carolina 28217
Melvin and Iris Chasen, 1,050,509(5) 8.2% 1,050,509 0 *
c/o Transmedia Network Inc.
11900 Biscayne Boulevard,
Miami, Florida 33181
</TABLE>
- ---------------------------
* Represents less than one percent.
(1) Includes 154,588 shares of Common Stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share, and $8.00 per share, which warrants expire on March
3, 2003.
(2) Includes 856,625 shares of Common Stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share, and $8.00 per share, which warrants expire on March
3, 2003.
(3) Includes 166,227 shares of Common Stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share, and $8.00 per share, which warrants expire on March
3, 2003.
(4) Includes 22,560 shares of Common Stock which may be acquired upon exercise
of outstanding warrants at exercise prices in equal parts at $6.00 per
share, $7.00 per share, and $8.00 per share, which warrants expire on March
3, 2003.
(5) Includes (i) 710,131 shares of Common Stock held by Melvin Chasen, (ii)
200,778 shares of Common Stock held by Iris Chasen, and (iii) 139,600
shares of Common Stock held by a family partnership jointly controlled by
Melvin Chasen and Iris Chasen.
Over the past three years, East American Trading has been a franchisee of
the Company in the States of North Carolina, South Carolina, Georgia and a
portion of Tennessee. Prior to its acquisition by the Company, East American
Trading paid royalties to the Company under the terms of a franchise agreement.
F. Philip Handy and Rod F. Dammeyer, who are managing directors of Equity
Group Investments, Inc., an affiliate of each of EGI-Transmedia Investors,
L.L.C. and Samstock, L.L.C., are, respectively, the Chairman of the Board of
Directors and a director of the Company.
On February 11, 1998, the Company entered into a letter agreement with
Reunion Group, Inc. ("Reunion"), an affiliate of Halmostock Limited Partnership
pursuant to which Reunion will provide consulting services to the Company.
PLAN OF DISTRIBUTION
Sales of the Shares may be made from time to time by the Selling
Stockholders, or, subject to applicable law, by pledgees, donees, distributees,
transferees or other successors in interest. Such sales may be made on the New
York Stock Exchange, in the over-the-counter market, or on another national
securities exchange (any of which may involve crosses and block transactions),
or in privately negotiated transactions or otherwise at prices and on terms then
prevailing or at prices related to the then current market price, or at
privately negotiated prices. In addition, any Shares covered by this Prospectus
which qualify for sale pursuant to Section 4(1) of the 1933 Act or Rule 144
promulgated thereunder may be sold thereunder rather than pursuant to this
Prospectus. Without limiting the generality of the foregoing, the Shares may be
sold in one or more of the following types of transactions: (a) a block trade in
which the broker-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) an exchange
distribution in accordance with the rules of such exchange; (d) ordinary
brokerage transactions and transactions in which
-6-
<PAGE>
the broker solicits purchasers; and (e) face-to-face transactions between
sellers and purchasers without a broker-dealer. In effecting sales, a broker or
dealer engaged by a Selling Stockholder may arrange for other brokers or dealers
to participate in the sale.
In connection with distributions of the Shares or otherwise, a Selling
Stockholder may enter into hedging transactions with a broker-dealer. In
connection with such a transaction, a broker-dealer may engage in short sales of
Shares registered hereunder in the course of hedging the positions they assume
with the Selling Stockholder. The Selling Stockholder may also sell Shares short
and deliver the Shares to close out such short positions. The Selling
Stockholder may also enter into an option or other transaction with a
broker-dealer which requires the delivery to the broker-dealer of Shares
registered hereunder, which the broker-dealer may resell pursuant to this
Prospectus. A Selling Stockholder may also pledge Shares registered hereunder to
a broker or dealer and upon a default, the broker or dealer may effect sales of
the pledged Shares pursuant to this Prospectus.
A broker-dealer or agents may receive compensation in the form of
commissions, discounts or concessions from a Selling Stockholder in amounts to
be negotiated in connection with the sale. The broker-dealer and any other
participating broker-dealer may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the 1933 Act.
Information as to whether an underwriter selected by a Selling Stockholder,
or any other broker-dealer, is acting as principal or agent for the Selling
Stockholder, the compensation to be received by an underwriter selected by a
Selling Stockholder, or any broker-dealer, for acting as principal or agent for
an Selling Stockholder, and the compensation to be received by any other
broker-dealer, in the event the compensation of such other broker-dealers is in
excess of usual and customary commissions will, to the extent required, be set
forth in a supplement to this Prospectus. Any broker or dealer participating in
any distribution of the Shares may be required to deliver a copy of this
Prospectus, including any prospectus supplement to any person who purchases any
Shares from or through such a broker-dealer.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of the Shares included herein, they are
required to comply with Regulation M promulgated under the Exchange Act. With
certain exceptions, Regulation M precludes any Selling Stockholder, any
affiliated purchaser and any broker-dealer or other person who participates in
such a distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the Common Stock.
It is anticipated that the Selling Stockholders will offer all of the
Shares for sale. Further, because it is possible that a significant number of
Shares could be sold at the same time hereunder, such sales, or the possibility
thereof, may have a depressive effect on the market price of the Company's
Common Stock.
EXPERTS
The financial statements and supplemental schedules of the Company and its
consolidated subsidiaries as of September 30, 1997 and 1996 and for each of the
years in the three year period ended September 30, 1997 have been audited by
KPMG Peat Marwick LLP, independent auditors whose reports are incorporated
herein by reference. These financial statements and supplemental schedules are
incorporated herein by reference in reliance upon the reports of such
independent certified public accountants given upon their authority as experts
in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being passed
upon by Morgan, Lewis & Bockius LLP, New York, New York, counsel to the Company.
-7-
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C> <C>
4.1 - Certificate of Incorporation of the Company, as amended. (1)
4.2 - Certificate of Amendment to the Certificate of Incorporation of the Company. (2)
4.3 - Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary
of State on March 22, 1994. (3)
4.4 - Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary
of State on March 3, 1998. (4)
4.5 - By-Laws of the Company, as amended and restated as of March 3, 1998. (4)
4.6 - Amended and Restated Investment Agreement dated March 3, 1998 among the Company, Samstock, L.L.C.,
EGI-Transmedia Investors, L.L.C. and Halmostock Limited Partnership. (4)
4.7 - Purchase Agreement dated as of December 15, 1997 between the Company and East American Trading Company.
5.1 - Opinion of Morgan, Lewis & Bockius LLP.
23.1 - Consent of KPMG Peat Marwick LLP.
23.3 - Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 - Powers of Attorney (included in page II-5 of the Registration Statement).
</TABLE>
- ---------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1988 and incorporated by reference
thereto.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 and incorporated by reference
thereto.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 and incorporated by reference
thereto.
(4) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated March 3, 1998 (filed with the Commission on March 17, 1998), and
incorporated by reference thereto.
-8-
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities
described in this Prospectus or an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made
thereunder shall, under any circumstances, create any implication that the
information contained herein or therein is correct as of any time subsequent to
the date of such information.
TABLE OF CONTENTS
PROSPECTUS
Page
----
AVAILABLE INFORMATION.............................................3
DOCUMENTS INCORPORATED BY REFERENCE...............................3
THE COMPANY.......................................................4
PROCEEDS..........................................................4
SELLING STOCKHOLDERS..............................................5
PLAN OF DISTRIBUTION..............................................6
EXPERTS...........................................................7
LEGAL MATTERS.....................................................7
-------------------------
TRANSMEDIA NETWORK INC.
4,920,509 Shares of Common Stock
-------------------------
PROSPECTUS
-------------------------
MAY 20, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses to be borne by the Company in connection with the registration and
distribution of the Common Stock being registered, other than the commissions
paid or the discounts or concessions allowed to brokers or dealers, are as
follows:
SEC registration fee $10,024
Legal fees and expenses $ 5,000*
Accounting fees and expenses $ 1,000*
Reproduction expenses $ 700*
Miscellaneous $ 276*
-------
Total $17,000
- ----------------------
* Estimated
Item 15. 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 Certificate of Incorporation 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
$10 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.
II-1
<PAGE>
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.
The Agreements between the Company and the Selling Stockholders (filed as
Exhibits 4.6 and 4.7) provides that the Selling Stockholders and, under certain
circumstances, persons participating as underwriters in the offering or sale of
the Common Stock being registered will indemnify and hold harmless the Company
and each director, officer and controlling person of the Company with respect to
any statement or omission in the Registration Statement or the Prospectus based
upon written information furnished to the Company by or on behalf of the Selling
Stockholders or such underwriters, as the case may be, for inclusion therein.
Item 16. Exhibits
(a) Exhibits:
<TABLE>
<S> <C> <C>
4.1 - Certificate of Incorporation of the Company, as amended. (1)
4.2 - Certificate of Amendment to the Certificate of Incorporation of the Company. (2)
4.3 - Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary
of State on March 22, 1994. (3)
4.4 - Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary
of State on March 3, 1998. (4)
4.5 - By-Laws of the Company, as amended and restated as of March 3, 1998. (4)
4.6 - Amended and Restated Investment Agreement dated March 3, 1998 among the Company, Samstock, L.L.C.,
EGI-Transmedia Investors, L.L.C. and Halmostock Limited Partnership. (4)
4.7 - Purchase Agreement dated as of December 15, 1997 between the Company and East American Trading
Company.
5.1 - Opinion of Morgan, Lewis & Bockius LLP.
23.1 - Consent of KPMG Peat Marwick LLP.
23.3 - Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
24.1 - Powers of Attorney (included in page II-5 of the Registration Statement).
</TABLE>
- ---------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1988 and incorporated by reference
thereto.
(2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993 and incorporated by reference
thereto.
(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994 and incorporated by reference
thereto.
(4) Previously filed as an exhibit to the Company's Current Report on Form 8-K
dated March 3, 1998 (filed with the Commission on March 17, 1998), and
incorporated by reference thereto.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant 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 Company
II-2
<PAGE>
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.
(A) The undersigned 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
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the Registration Statement;
(iii) 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;
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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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 unsold at the termination of
the offering.
(B) 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 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.
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 North Miami, State of Florida, on the 18th day of
May, 1998.
TRANSMEDIA NETWORK INC.
By: /s/ Melvin Chasen
----------------------------------------
Melvin Chasen
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Melvin Chasen and Stephen E. Lerch, or
any of them, each acting alone, his true and lawful attorney-in-fact and agent
with full powers of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, in connection with the
Registrant's Registration Statement on Form S-3 under the Securities Act of
1933, including to sign the Registration Statement and any and all amendments or
supplements to the Registration Statement, including any and all stickers and
post-effective amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
ever act and thing requisite and necessary to be done in and about the premises,
as fully, to all intents and purposes, as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
- ---------------------- Chairman of the Board May , 1998
F. Philip Handy
/s/ Melvin Chasen
- --------------------------- President, Chief Executive Officer and May 18, 1998
Melvin Chasen Director
(Principal Executive Officer)
/s/ Stephen E. Lerch Executive Vice President, May 18, 1998
- --------------------------- Chief Financial Officer
Stephen E. Lerch (Principal Financial and Principal
Accounting Officer)
/s/ Jack Africk
- --------------------------- Director May 18, 1998
Jack Africk
/s/ Rod F. Dammeyer Director May 19, 1998
- ---------------------------
Rod F. Dammeyer
II-4
<PAGE>
/s/ Herbert M. Gardner
- ---------------------------
Herbert M. Gardner Director May 18, 1998
/s/ George S. Wiedemann
- --------------------------- Director May 19, 1998
George S. Wiedemann
- --------------------------- Director May , 1998
Lester Wunderman
II-5
</TABLE>
<PAGE>
PURCHASE AGREEMENT
PURCHASE AGREEMENT (the "Agreement"), dated as of December 15,
1997, between Transmedia Network Inc., a Delaware corporation ("Transmedia") and
East American Trading Company, a North Carolina corporation ("East American").
WHEREAS, Transmedia and East American entered into a Franchise
Agreement, dated November 9, 1992, as amended by an Amendment made on November
9, 1992, and a Receipt, Waiver, Release and Amendment No. 2, dated September 21,
1993 (collectively, the "First Franchise Agreement"), and a Franchise Agreement,
dated March 16, 1994, as amended by an Amendment dated March 16, 1994
(collectively, the "Second Franchise Agreement"), in each case pursuant to which
Transmedia granted East American the right to utilize certain property and
promote and sell certain services owned by Transmedia, upon the terms and
conditions contained in the applicable Agreement; and
WHEREAS, Transmedia and East American desire to terminate and
cancel the First Franchise Agreement and the Second Franchise Agreement and
transfer certain assets of East American to Transmedia in exchange for the
issuance to East American of shares of common stock of Transmedia, all on the
terms and conditions hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
II-6
<PAGE>
ARTICLE I
TRANSFER OF ASSETS; CANCELLATION OF FRANCHISE AGREEMENT.
1.1 Transfer of Assets; Cancellation of Franchise Agreement. On the terms
and subject to the conditions in this Agreement, simultaneously with the
execution and delivery of this Agreement, (a) East American shall sell,
transfer, convey, assign and deliver to Transmedia Restaurant Company Inc., a
Delaware corporation ("Transmedia Restaurant"), free and clear of all mortgages,
pledges, assessments, security interests, leases, liens, adverse claims, levies,
charges or other encumbrances of any nature, conditional sale or title retention
contracts, agreements or understandings or any contracts, agreements or
understandings to grant any of the foregoing (collectively, "Liens"), all of its
right, title and interest in, to and under the contractual rights-to- receive
including, without limitation, the food and beverage credits of East American
at, and any loans or advances of East American to, restaurants and other
establishments (including, without limitation, those restaurants and
establishments listed on Exhibit A attached hereto) which were, at the time of
the creation of such right, members of the TRANSMEDIA network, accepted the
TRANSMEDIA card, in operation and for which no bankruptcy (whether voluntary or
involuntary) or liquidation proceedings had been commenced, used or held for use
in connection with East American's business, and all agreements, contracts,
guarantees, instruments, security agreements and other documents evidencing or
securing, and any collateral and security interests securing, such credits,
loans and advances (collectively, the "Rights-to-Receive"), as the same shall
exist on the Closing Date, by the execution and delivery of the General
Assignment and Bill of Sale Agreement, in the form attached hereto as Exhibit B,
and (b) East American and Transmedia shall cancel and terminate, effective as of
the Closing Date, East American's rights
II-7
<PAGE>
under the First Franchise Agreement and the Second Franchise Agreement, each in
accordance with the terms thereof, by the execution and delivery of the letter,
in the form attached hereto as Exhibit C (together, with the Bill of Sale, and
the power of attorney, in the form attached hereto as Exhibit D (the "Power of
Attorney"), the "Additional Agreements"), for the consideration specified in
Section 1.2.
1.2 Purchase Price. In consideration of the transfer of the rights
specified in Section 1.1(a) and the cancellation and termination of East
American's rights under the First Franchise Agreement and the Second Franchise
Agreement, simultaneously with the execution and delivery of this Agreement,
Transmedia shall deliver to East American, certificates for 170,000 shares of
common stock, par value $0.02 per share, of Transmedia (the "Shares"),
registered in the name of East American, which shall bear appropriate legends
stating that the shares evidenced thereby have not been registered under federal
and state securities laws.
1.3 Closing. The closing of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Transmedia, 11900 Biscayne
Boulevard, North Miami, Florida 33181, or such other location as the parties
shall mutually agree, commencing at 10:00 a.m. local time, on the date of the
execution and delivery of this Agreement (the "Closing Date").
1.4 Further Assurances. If at any time after the Closing it shall be
determined that any further bills of sale, assignments, assurances or any other
actions or things are necessary, desirable or proper to vest, perfect or
confirm, of record or otherwise, in Transmedia, Transmedia Restaurant or any
designee of either its right, title or interest in, to or under any of the
rights, properties or assets of East American acquired as a result of, or in
connection with, the transactions contemplated by this Agreement, or otherwise
to carry out the purposes of this
II-8
<PAGE>
Agreement, East American shall deliver such bills of sale, assignments and
assurances and take and do all such other actions and things as may be
necessary, desirable or proper to vest, perfect or confirm any and all right,
title and interest in, to and under such the rights, properties or assets
transferred hereby.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 East American. East American represents, warrants and covenants to
Transmedia as follows:
(a) Organization and Qualification. East American is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of North Carolina, has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as it is now being
conducted and is duly qualified, registered or licensed and in good standing to
do business in each jurisdiction in which the nature of the business conducted
by it or the ownership or leasing of its properties makes such qualification
necessary, except such jurisdictions, if any, where the failure to be so
qualified would not have a material adverse effect on its business and
operations, taken as a whole.
(b) Authority; Vote Required. East American has the requisite corporate
power and authority to execute and deliver this Agreement and the Additional
Agreements, to perform its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery of this Agreement and the Additional Agreements by East American and
the consummation by East American of the
II-9
<PAGE>
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action (including approval by its Board of Directors and
shareholders) and no other corporate proceedings on the part of East American
are necessary to authorize this Agreement or the Additional Agreements or to
consummate the transactions contemplated hereby and thereby. This Agreement and
each of the Additional Agreements has been duly executed and delivered by East
American and, assuming the due authorization, execution and delivery by the
other party hereto or thereto, constitutes the legal, valid and binding
obligation of East American.
2.2 Transmedia. Transmedia represents, warrants and covenants to East
American as follows:
(a) Organization and Qualification. Transmedia is a corporation, duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware, has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as it is now being conducted
and is duly qualified, registered or licensed and in good standing to do
business in each jurisdiction in which the nature of the business conducted by
it or the ownership or leasing of its properties makes such qualification
necessary, except such jurisdictions, if any, where the failure to be so
qualified would not have a material adverse effect on its business and
operations, taken as a whole.
(b) Authority. Transmedia has the requisite corporate power and
authority to execute and deliver this Agreement and the Additional Agreements,
to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the Additional Agreements by Transmedia, and the consummation by
Transmedia of the transactions contemplated hereby and
II-10
<PAGE>
thereby, have been duly authorized by all necessary corporate action and no
other corporate proceedings on the part of Transmedia are necessary to authorize
this Agreement or the Additional Agreements. This Agreement and each of the
Additional Agreements has been duly executed and delivered by Transmedia and,
assuming the due authorization, execution and delivery by the other party hereto
or thereto, constitutes the legal, valid and binding obligation of Transmedia.
(c) Shares. Upon issuance at the Closing, the Shares will have been
duly authorized, validly issued and fully paid and nonassessable and not issued
in violation of any preemptive rights.
2.3 Mutual. Each of East American and Transmedia represents, warrants
and covenants to the other as follows:
(a) East American has delivered to Transmedia all sums, documents,
books and records required to be delivered pursuant to Article XVII of the First
Franchise Agreement and Article XVII of the Second Franchise Agreement.
(b) East American has delivered to Transmedia all appropriate UCC-3
Financing Statements, duly executed by an authorized officer, with respect to
each restaurant or establishment against which it has filed a UCC-1 Financing
Statement in connection with or relating to Rights-to-Receive.
(c) East American has delivered to Transmedia the Power of Attorney,
duly executed by an authorized officer.
(d) Transmedia has delivered to East American a certificate
representing the Shares, registered in the name of East American.
II-11
<PAGE>
(e) Transmedia has delivered to East American all sums required to be
delivered pursuant to Article XVII of the First Franchise Agreement and Article
XVII of the Second Franchise Agreement.
2.4 Releases.
(a) Transmedia, for itself, its successors and assigns, releases and
forever discharges East American, its officers, directors, stockholders,
employees and agents from any and all claims, demands, actions, causes of
action, suits or judgments, whether in law, equity or otherwise (including
without limitation any unknown or unsuspected claims) that Transmedia had or has
against each of the foregoing arising out of, based upon or resulting from facts
or circumstances of any kind existing on or prior to the Closing Date.
(b) East American, for itself, its successors and assigns, releases and
forever discharges Transmedia, its subsidiaries, and the officers, directors,
stockholders, employees and agents of each of them from any and all claims,
demands, actions, causes of action, suits or judgments, whether in law, equity
or otherwise (including without limitation any unknown or unsuspected claims)
that East American had or has against each of the foregoing arising out of,
based upon or resulting from facts or circumstances of any kind existing on or
prior to the Closing Date.
ARTICLE III
REGISTRATION
3.1 Shelf Registration. If not registered pursuant to an effective
registration statement at the Closing Date, Transmedia shall prepare and file
and use its best efforts to have
II-12
<PAGE>
declared effective a registration statement on any appropriate form
pursuant to Rule 415 under the Securities Act of 1933, as amended, and the rules
and regulations thereunder (the "Securities Act"), and/or any similar rule that
may be adopted by the Securities and Exchange Commission (the "SEC") (the "Shelf
Registration Statement"), that shall include all of the Shares (including all
shares of common stock issued as a dividend thereon, collectively, the
"Registrable Securities"), no later than six (6) months from the date hereof
(the "Registration Date"). Transmedia shall use its best efforts to keep such
Shelf Registration Statement continuously effective for such period following
the date on which the Shelf Registration is declared effective until the holders
of the Registrable Securities may sell such shares pursuant to Rule 144 under
the Securities Act. Transmedia shall pay all expenses incident to the
preparation and filing of the Shelf Registration Statement pursuant to this
Agreement, including, without limitation, all registration, filing and
applicable national securities exchange listing and National Association of
Securities Dealers, Inc. fees, all fees and expenses of complying with state
securities or blue sky laws (including reasonable fees and disbursements of
counsel to the underwriters in connection with "blue sky" qualification of the
Registrable Securities under the laws of the various jurisdictions), all
duplicating and printing expenses, all messenger and delivery expenses, and the
fees and disbursements of counsel for Transmedia and of its independent public
accountants; but excluding all underwriters' and brokers' expenses and
underwriting and brokerage fees, discounts and commissions in respect of the
Registrable Securities being registered, transfer taxes or the fees and expenses
of counsel to the holders of such shares in connection with the Shelf
Registration Statement, whether or not it becomes effective. Transmedia shall
not have any obligation to pay any underwriting discounts or commissions
attributable to the sale of Registrable Securities,
II-13
<PAGE>
which expenses will be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
3.2 Postponement. Transmedia shall be entitled to postpone for a
reasonable period of time (but not exceeding the number of days set forth in the
next two sentences) (the "Postponement Period") the filing of any Shelf
Registration Statement required to be prepared and filed by it pursuant to this
Agreement if Transmedia determines, in its reasonable judgment, that such
registration and offering would materially and adversely interfere with any
financing, corporate reorganization or other material transaction or development
involving Transmedia or any subsidiary or would require a premature disclosure
thereof, and shall promptly give the holders of Registrable Securities written
notice of such determination, containing a general statement of the reasons for
such postponement and an approximation of the anticipated delay (which notice,
in the event of a postponement resulting from the registration by Transmedia of
any of its common equity securities under the Securities Act, shall be given to
each holder of Registrable Securities no later than two business days before the
Registration Date). In the event of a postponement resulting from the offer,
sale or distribution or registration under the Securities Act by Transmedia of
any common equity securities, the Postponement Period shall be 90 days. In the
event of a postponement for any other reason, the Postponement Period shall be
45 days.
3.3 Furnish Information. It shall be a condition precedent to the
obligations of Transmedia to take any action pursuant to this Agreement with
respect to the Registrable Securities of any holder that such holder shall
furnish to Transmedia such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such
II-14
<PAGE>
securities as shall be required to effect the registration of such holder's
Registrable Securities and as may be required from time to time to keep such
registration current in accordance with the terms hereof.
3.4 No Assignment of Registration Rights. The right to cause Transmedia
to register Registrable Securities pursuant to this Agreement may be assigned by
a holder only (x) to a transferee who executes and delivers to Transmedia a
joinder agreement, agreeing to be legally bound by Article III of this Agreement
and who owns on Transmedia's books and records the Registrable Securities and
(y) if, immediately following such transfer, the further disposition of such
securities by the transferee is restricted under the Securities Act.
ARTICLE IV
REPRESENTATIONS AND COVENANTS
WITH RESPECT TO THE SHARES
4.1 Representations. East American represents and warrants to
Transmedia as follows:
(a) East American is an "accredited investor," as such term is defined
in Rule 501(a) of Regulation D under the Securities Act. East American
understands that the Shares have not been registered under the Securities Act or
any state securities laws by reason of exemptions from the registration
requirements of the Securities Act or any state securities laws by reason of
exemptions from the registration requirements of the Securities Act and such
state securities laws which depend upon, among other things, the accuracy of the
representations set forth in this Section 4.1(a). East American is familiar with
the provisions of Rule 144 under the
II-15
<PAGE>
Securities Act, which permits the limited resale of restricted securities
subject to the satisfaction of certain conditions. East American (i) is the true
party in interest and is not acquiring any of the Shares for the benefit of any
other person or entity and (ii) is acquiring the Shares for the purpose of
investment and not with a view to the resale or distribution of all or any part
thereof in violation of the Securities Act.
(b) East American understands that the Shares have not been registered
under any state or federal securities laws and cannot be sold, pledged or
otherwise disposed of or transferred without compliance with applicable state
and federal securities laws and the terms of this Agreement.
(c) The certificates evidencing the Shares received by East American
bear a legend in substantially the form set forth below and contain such other
information as Transmedia deems necessary or appropriate:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 1997 BETWEEN TRANSMEDIA
NETWORK INC. (THE "COMPANY") AND EAST AMERICAN TRADING COMPANY AS MAY
BE AMENDED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER")
EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF
THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT.
COPIES OF THE PURCHASE
II-16
<PAGE>
AGREEMENT, AS AMENDED, ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE
COMPANY AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE
OFFICES OF THE COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR STATE SECURITIES LAWS, AND NO TRANSFER OF THESE
SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH
RESPECT TO WHICH THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL FROM THE
HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ACT.
Upon receipt by Transmedia of (i) such documentation as it deems necessary and
appropriate (including an opinion of counsel, with counsel and such opinion
being reasonably satisfactory to Transmedia) to evidence that each of the
foregoing legends may be removed from the certificates evidencing the Shares and
(ii) the certificates for the Shares containing such legends, it shall issue to
the holder of the Shares new certificates for the Shares without such legends.
4.2 Covenants.
II-17
<PAGE>
(a) East American covenants that none of the Shares issued to it will
be offered, sold, assigned, pledged, hypothecated, transferred or otherwise
disposed of (each being a "Transfer"), except (i) pursuant to an effective
registration statement under the Securities Act, or (ii) unless such requirement
is waived by the Transmedia, upon receipt by the Transmedia of an opinion of
counsel to East American (which opinion and counsel are reasonably satisfactory
to Transmedia), in either case to the effect that no registration statement is
required in connection with such Transfer because of the availability of an
exemption from registration under the Securities Act and, in each case, after
full compliance with all of the applicable provisions of the Securities Act and
the rules and regulations of the SEC and all applicable state securities laws,
rules and regulations.
(b) Transmedia covenants that it will use its best efforts to obtain
the listing of the Shares on the New York Stock Exchange.
ARTICLE V
MISCELLANEOUS; GENERAL
5.1 Fees and Expenses. Each party hereto shall pay its own expenses
incident to preparing, entering into or carrying out this Agreement and the
consummation of the transactions contemplated hereby.
5.2 Survival. The agreements of East American and Transmedia contained
in Sections 5.1 and 5.6 shall survive the closing of this Agreement.
5.3 Modification or Amendment. This Agreement constitutes the entire
understanding among the parties relating to the subject matter hereof, and no
modification,
II-18
<PAGE>
amendment or waiver of any provision of this Agreement will be effective against
Transmedia or East American, unless such modification, amendment or waiver is
approved in writing by Transmedia and East American. The failure of either party
to enforce any of the provisions of this Agreement will in no way be construed
as a waiver of such provisions and will not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.
5.4 Waiver of Conditions. The conditions to each party's obligations to
consummate the transactions contemplated hereby are for the sole benefit of such
party and may be waived by such party (in the manner provided for herein) in
whole or in part to the extent permitted by applicable law.
5.5 Counterparts. For the convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each such counterpart
being deemed to be an original instrument, and all such counterparts shall
together constitute the same agreement.
5.6 Governing Law; Forum; Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York applicable to a contract executed and performed in such State without
giving effect to the principles of conflict of laws thereof. Each of the parties
to this Agreement hereby irrevocably and unconditionally (i) consents to submit
to the exclusive jurisdiction of (x) the courts of Dade County, Florida (state
or federal) for any proceeding brought by East American arising in connection
with this Agreement and (y) the courts of Mecklenburg County, North Carolina
(state or federal) for any proceeding brought by Transmedia arising in
connection with this Agreement (and each such party agrees not to commence any
such proceeding, except in such courts), (ii) to the extent such party is not a
II-19
<PAGE>
resident of the State of Florida or the State of North Carolina, as applicable,
agrees to accept service of legal process by registered mail at the address
specified in Section 5.7 in any such proceeding against such party with the same
legal force and validity as if served upon such party personally within the
State of Florida or the State of North Carolina, as applicable, and to notify
promptly each other party hereto of any change of address for such service of
process from the address contained in Section 5.7, (iii) waives any objection to
the laying of venue of any such proceeding in the courts of Dade County, Florida
(state or federal) or Mecklenburg County, North Carolina (state or federal, as
applicable), and (iv) waives, and agrees not to plead or to make, any claim that
any such proceeding brought in any court of Dade County, Florida (state or
federal) or Mecklenburg County, North Carolina (state or federal, as
applicable), has been brought in an improper or otherwise inconvenient forum.
5.7 Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the others shall be in writing and shall be
deemed to have been duly given on the next business day after the same is sent,
if delivered personally or sent by telecopy or overnight delivery, or five
calendar days after the same is sent, if sent by registered or certified mail,
return receipt requested, postage prepaid, as set forth below, or to such other
persons or addresses as may be designated in writing in accordance with the
terms hereof by the party to receive such notice.
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<PAGE>
If to East American:
East American Trading Company
4733 Dwight Evans Road
Charlotte, North Carolina 28217
Facsimile No. (704) 561-0078
Attn: Carl G. McCraw, Jr.
With a copy to:
Robinson, Bradshaw & Hinson, P.A.
101 North Tryon Street
Suite 1900
Charlotte, North Carolina 28246-1900
Facsimile No.: (704) 378-4000
Attn: Robert G. Griffin, Esq.
If to Transmedia:
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
Facsimile No.: (305) 892-3342
Attn: Chief Executive Officer
With a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Facsimile No.: (212) 309-6273
Attn: Stephen P. Farrell, Esq.
5.8 Assignment. Except as otherwise specifically permitted hereunder,
this Agreement and the rights and obligations of the parties hereto shall not be
assignable, by operation of law or otherwise, or delegable.
5.9 Titles and Captions. The titles, captions and table of contents
contained in this Agreement are inserted herein only as a matter of convenience
and for reference and in no
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<PAGE>
way affect, limit, extend or describe the scope of this Agreement or the intent
of any provision hereof.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the date first
hereinabove written.
TRANSMEDIA NETWORK INC.
By:
-----------------------------
Name:
Title:
EAST AMERICAN TRADING COMPANY
By:
-----------------------------
Name:
Title:
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<PAGE>
Exhibit 5.1
[Letterhead of Morgan, Lewis & Bockius LLP]
May 20, 1998
Transmedia Network Inc.
11900 Biscayne Boulevard
North Miami, Florida 33181
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Transmedia Network Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the sale of an aggregate of 4,920,509
shares (the "Shares") of the Company's Common Stock, par value $.02 per share
(the "Common Stock") by certain stockholders.
In so acting, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
of the Company, as amended, the By-Laws of the Company, as amended, the Purchase
Agreement, dated as of December 15, 1997 between the Company and East American
Trading; and the Stock Purchase and Sale Agreement, dated as of November 6, 1997
by and among the Company, Samstock, L.L.C. and EGI-Transmedia Investors, L.L.C.
We have also reviewed such other documents, records, certificates and other
instruments as in our judgment are necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and validly issued by the Company and are fully paid
and non-assessable.
This opinion is limited to the General Corporation Law of the
State of Delaware.
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<PAGE>
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in 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,
MORGAN, LEWIS & BOCKIUS LLP
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<PAGE>
Exhibit 23.1
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Independent Auditors' Consent
The Board of Directors
Transmedia Network Inc.:
We consent to incorporation by reference in the registration statement dated May
20, 1998, on Form S-3 of Transmedia Network Inc. and subsidiaries of our report
dated November 13, 1997 relating to the consolidated balance sheets and
financial statement schedules of Transmedia Network Inc. and subsidiaries as of
September 30, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity and cash flows and financial statement schedules for each
of the years in the three-year period ended September 30, 1997, which report
appears in the September 30, 1997 annual report on Form 10-K of Transmedia
Network Inc.
KPMG Peat Marwick LLP
May 20, 1998
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