<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------
J2 COMMUNICATIONS
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-4053296
(I.R.S. Employer Identification No.)
10850 Wilshire Boulevard, Suite 1000
Los Angeles, California 90024
(Address of Principal Executive Offices) (Zip Code)
J2 COMMUNICATIONS
AMENDED AND RESTATED 1999 STOCK OPTION,
DEFERRED STOCK AND RESTRICTED STOCK PLAN
(Full Title of the Plan)
James P. Jimirro, Chairman of the Board, President and Chief Executive Officer
J2 COMMUNICATIONS
10850 Wilshire Boulevard, Suite 1000
Los Angeles, California 90024
(Name and Address of Agent for Service)
(310) 474-5252
(Telephone Number, Including Area Code, of Agent for Service)
-------------
Copies To:
Bruce P. Vann, Esq.
Kelly Lytton Mintz & Vann LLP
1900 Avenue of The Stars, Suite 1450
Los Angeles, California 90067
(310) 277-5333
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 267,446 $10.69 $2,858,997.74 $754.78
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, and based upon the
average of the high and low prices of the Common Stock on the NASDAQ
SmallCap Market on November 27, 2000.
<PAGE> 2
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") and are incorporated by
referenced into this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the Fiscal year ended
July 31, 2000; and
(b) The description of the Common Stock of the Registrant contained in the
Registration Statement on Form S-1 to Form S-3 filed with the
Commission on May 20, 1993(Registration No. 33-63662), as amended by
Amendment No. 1 filed with the Commission on October 28, 1993, as
amended by Amendment No. 2 filed with the Commission on August 21,
1996, as amended by Amendment No. 3 filed with the Commission on
January 29, 1998.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby 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 part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby will be passed upon for the
Registrant by the law firm of Kelly Lytton Mintz & Vann LLP. Bruce P. Vann,
Esq., a partner at Kelly Lytton Mintz & Vann LLP is also a director of the
Registrant. Mr. Vann, in July 1999, exercised options to acquire 11,000 shares
<PAGE> 3
of the Registrant's Common Stock, realizing gross receipts of $203,825 with
respect thereto. Mr. Vann currently has options to purchase 2,998 shares of the
Registrant's Common Stock at prices ranging from $2.075 to $13.625 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors of the Registrant are presently entitled to indemnification as
expressly authorized under Section 317 of the California General Corporation Law
("Section 317") and the Bylaws of the Registrant (which generally authorize the
Registrant to indemnify its agents where such indemnification is authorized by
Section 317). Section 317 provides a detailed statutory framework covering
indemnification of any agent of a corporation who is threatened to be made a
party to any legal proceeding by reason of his or her actions on behalf of the
Registrant.
Article V ("Article V") of the Registrant Articles of Incorporation, which
was adopted and approved by the Registrant's shareholders in 1989, provides that
a director will not be liable for monetary damages arising out of the director's
breach of his or her fiduciary duties to the Registrant and the shareholders to
the fullest extent permissible under the California Law. Liability for breach of
a director's fiduciary duties arises when the director has failed to exercise
sufficient care in reaching decisions or otherwise attending to his
responsibilities as a director and in other circumstances. Article V Does not
eliminate these duties; it only eliminates monetary damage awards occasioned by
a breach of these duties. Accordingly, a breach of fiduciary duty is still a
valid basis for a suit seeking a stop a proposed transaction from occurring.
However, after a transaction has occurred, the shareholders do not have a claim
against directors for monetary damages based on a breach of fiduciary duty, even
if that breach involves negligence on the part of the directors. Additionally,
as a practical matter, equitable remedies such as rescission may not be
available after a transaction has already been consummated or in other
circumstances.
The Registrant has entered into indemnification agreements with each of the
directors that attempt to provide the maximum indemnification allowed under the
California law. The indemnification agreements make mandatory indemnification
which is permitted by California law in situations in which the indemnitee would
otherwise be entitled to indemnification only if the Board of Directors, the
shareholders, independent legal counsel retained by the Registrant or a court in
which an action was or is pending made a discretionary determination in a
specific case to award such indemnification. However, in part because the
California law was only recently enacted, the extent to which the
indemnification permitted by the California law may be expanded by
indemnification agreements is unsettled and has yet to be the subject of any
judicial interpretation.
The Registrant carries directors' and officers' liability insurance
covering its directors and officers against liability asserted against or
incurred by the person arising out of his or her capacity as an officer or
director, including any liability for violations of the Securities Act of 1933
or the Securities Exchange Act of 1934, subject to some exclusions and coverage
limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE> 4
ITEM 8. EXHIBITS.
4.1 J2 Communications, Amended and Restated 1999 Stock Option, Deferred
Stock and Restricted Stock Plan. (1)
5.1 Opinion of Kelly Lytton Mintz & Vann LLP regarding validity of
securities.
23.1 Consent of Kelly Lytton Mintz & Vann LLP (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
----------
(1) Incorporated by reference to the Registrant's Definitive Proxy Statement on
Form 14A Filed with the Commission on December 13, 1999.
ITEM 9. UNDERTAKINGS.
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 and 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.
(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.
(4) 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 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) 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, Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by the director, officer or controlling person of the Registrant
<PAGE> 5
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, Registrant will, unless in the opinion of the counsel the matter has
been settled by controlling precedent, submit to the appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 27th day of
November, 2000.
J2 Communications
By: /s/ James P. Jimirro
-------------------------------
Name: James P. Jimirro
Title: Chairman of the Board, President,
and Chief Executive Officer
<PAGE> 6
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James P.
Jimirro and Christopher Trunkey, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, 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 either of them, or their 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 below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
Chairman of the Board, November 27, 2000
/s/ James P. Jimirro President, Chief Executive
------------------------- Officer, and Director
James P. Jimirro
/s/ Christopher M. Trunkey Chief Financial Officer November 27, 2000
------------------------- (Principal Financial Officer)
Christopher Trunkey
/s/ James Fellows Director November 27, 2000
-------------------------
James Fellows
/s/ Bruce P. Vann Director November 27, 2000
-------------------------
Bruce P. Vann
/s/ John De Simio Director November 27, 2000
-------------------------
John De Simio
/s/ Gary Cowan Director November 27, 2000
-------------------------
Gary Cowan
------------------------- Director November __, 2000
Daniel S. Laikin
</TABLE>
<PAGE> 7
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
4.1 J2 Communications, Amended and Restated 1999 Stock Option,
Deferred Stock and Restricted Stock Plan. (1)
5.1 Opinion of Kelly Lytton Mintz & Vann LLP regarding validity of
securities.
23.1 Consent of Kelly Lytton Mintz & Vann LLP (included in Exhibit
5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
----------
(1) Incorporated by reference to the Registrant's Definitive Proxy Statement on
Form 14A filed with the Commission on December 13, 1999.
