As filed with the Securities and Exchange Commission on
January 27, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDB COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 93-0933098
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
10525 West Washington Boulevard
Culver City, California 90232-1922
(213) 870-9000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Neil J Wertlieb
General Counsel
IDB Communications Group, Inc.
10525 West Washington Boulevard
Culver City, California 90232-1922
(213) 870-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box:
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 of the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box:
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares Proposed Proposed Maximum Amount of
Title of to be Maximum Aggregate Offering Registration
Shares to be Registered Offering Price(1) Fee(2)
Registered Price
Per Share(1)
Common 552,714 $53.625 $29,639,288 $10,220.44
Stock, $.01 (2)
par value
per share
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based on the
average of the high and low sales prices of the Common
Stock on January 26, 1994 as reported on the NASDAQ
National Market System.
(2) Paid by wire transfer to the Commission's account at
Mellon Bank.
(3) In accordance with Rule 416, this Registration Statement
also covers up to 1,188,335 additional shares of Common
Stock issuable on February 4, 1994 pursuant to a 3.15-
to-one stock split in the form of a 215 percent stock
dividend payable to stockholders of record on January
21, 1994.
</TABLE>
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 Commission, acting pursuant to Section 8(a), may
determine.
PROSPECTUS
552,714 Shares
LOGO
IDB COMMUNICATIONS GROUP, INC.
Common Stock
This Prospectus covers the sale by certain holders (the
"Selling Stockholders") of 552,714 shares of common stock,
$.01 par value (the "Common Stock"), of IDB Communications
Group, Inc., a Delaware corporation ("IDB" or the "Company").
This Prospectus also covers up to 1,188,335 additional shares
of Common Stock issuable on February 4, 1994 pursuant to a
3.15-to-one split in the form of a 215 percent dividend
payable to stockholders of record on January 21, 1994.
The Selling Stockholders may offer shares of Common Stock
from time to time to purchasers directly or through
underwriters, dealers or agents. Such shares of Common Stock
may be sold at market prices prevailing at the time of sale or
at negotiated prices.
The Common Stock is traded on the NASDAQ National Market
System under the symbol "IDBX." The Company will not receive
any of the proceeds from the sale of the shares of Common
Stock by the Selling Stockholders.
FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS."
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 , 1994
1
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company's Common Stock is traded in the NASDAQ
National Market System, and such reports, proxy statements and
other information also can be inspected at the office of
NASDAQ Operations, 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed by the
Company with the Commission, as noted below, are incorporated
by reference into this Prospectus: (a) Annual Report on Form
10-K for the year ended December 31, 1992 (as amended by Forms
10-K/A filed July 30, 1993 and August 11, 1993); (b) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1993 (as
amended by Form 10-Q/A filed July 30, 1993), June 30, 1993 and
September 30, 1993; (c) Current Reports on Form 8-K filed with
the Commission on November 2, 1992, January 5, 1993 (as
amended by Form 8 filed March 4, 1993), February 4, 1993,
April 29, 1993, May 11, 1993, June 24, 1993 (as amended by
Form 8-K/A filed August 11, 1993), July 30, 1993, August 20,
1993, September 28, 1993, November 10, 1993, November 12, 1993
and November 19, 1993; (d) Report by Issuer of Securities
Quoted on NASDAQ on Form 10-C filed on January 27, 1993,
May 21, 1993 and September 28, 1993; (e) the description of
the Company's Common Stock, $.01 par value (the "Common
Stock"), contained in the Registration Statement on Form 8-A
dated September 11, 1986, as supplemented by the description
of the Common Stock contained on pages 37 through 41 of the
Company's Proxy Statement dated July 17, 1992; and (f)
Information Statement dated August 23, 1993. All of the above
referenced documents were filed under Commission File No. 0-
14972.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the termination of the offering of the Common
Stock, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such
documents. Any statement contained herein or in any document
2
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for the 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 to constitute a
part of this Prospectus, except as so modified or superseded.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the information that has been
incorporated by reference in this Prospectus (excluding
exhibits to such information which are not specifically
incorporated by reference into such information). Requests
for such information should be directed to IDB Communications
Group, Inc., 10525 West Washington Boulevard, Culver City,
California 90232-1922; Attention: Neil J Wertlieb,
Secretary; Telephone (213) 870-9000.
3
RISK FACTORS
The following risk factors, in addition to the other
information contained in or incorporated by reference in this
Prospectus, should be carefully considered before purchasing
the Common Stock offered hereby:
Risks Associated with Growth Management and
Acquisition Integration. The Company is currently
experiencing a period of rapid growth, including expansion
related to the Company's recent acquisitions of World
Communications, Inc., a New York corporation ("WorldCom"), in
the fourth quarter of 1992 and TRT Communications Inc., a
Delaware corporation ("TRT"), in the third quarter of 1993.
This growth has placed, and will continue to place, a strain
on the Company's management and operational resources. Both
WorldCom and TRT experienced operating losses during each of
the past several years. The Company's future results will
depend upon its ability to integrate WorldCom and TRT into the
Company (including integration of WorldCom and TRT management
information systems and controls) and to restructure their
operations to improve their performance. Such restructuring,
together with the continued growth of the Company's business,
could place demands on the Company's liquidity and capital
resources and may require the Company to seek additional
financing in the future. To manage its growth effectively,
the Company will need to continue to implement and improve its
operational, financial and management information systems and
to train, motivate and manage its employees. The Company
intends to continue to evaluate opportunistic acquisitions
which, if undertaken, could result in additional integration
challenges.
Dependence Upon Key Personnel. The success of the
Company is dependent, in part, upon its key management and
technical personnel. In particular, the Company is highly
dependent upon Jeffrey P. Sudikoff, Chairman and Chief
Executive Officer, and Edward R. Cheramy, President. The
Company has obtained key-man life insurance on the lives of
Messrs. Sudikoff and Cheramy in the amount of $5 million and
$3 million, respectively. The Company believes that its future
success will depend in large part upon its ability to attract,
retain and motivate highly skilled employees, who are in great
demand.
Competition. The U.S.-based international communications
services market, including telephone, telex, telegraph and
private line services, is dominated by American Telephone &
Telegraph Co., MCI Communications Corporation and U.S. Sprint
Communications, Ltd. As the Company's network expands to
serve a broader range of users, IDB expects to encounter
increasing competition from major domestic and international
communications companies, including these three carriers,
which have significantly greater resources and more extensive
domestic and international satellite and fiber optic
communications networks than the Company. In the radio and
television broadcast industry, the Company encounters
4
competition from several of the larger companies in both the
cable and telecommunications market as well as smaller, more
entrepreneurial industry participants. In addition, in the
future the Company may be subject to additional competition
due to the development of new technologies.
Government Regulation. The Company requires
authorizations from the U.S. Federal Communications Commission
(the "FCC") to operate all of its satellite transmission earth
stations and its satellite earth stations that receive signals
from international satellites or international points. The
Company has operating authority or has made other suitable
arrangements to transmit material from all locations where it
currently offers satellite transmission service and has such
authority where it receives such international signals. The
Company must obtain authority from the FCC to operate circuits
on international satellites and international fiber optic
cable systems. FCC licensing decisions or changes in U.S.
government policies increasing or decreasing access to
non-Intelsat satellites or other network components could
adversely affect the Company, particularly if such decisions
or changes result in a reallocation of access rights among the
Company and its competitors. Although the Company has never
had a license application denied by the FCC, there can be no
assurance that the Company will receive all authorizations or
licenses necessary for new communications services or that
delays in the licensing process will not adversely affect the
Company's business. The Company's transmitting equipment must
comply with FCC technical standards, which are subject to
change, and can result in the premature obsolescence of
equipment. Some of the Company's services are deemed common
carriage and as such must be provided at just and reasonable
rates on a nondiscriminatory basis. The Company monitors its
compliance with federal, state and local regulations governing
the discharge and disposal of hazardous and environmentally
sensitive materials including the emission of electromagnetic
radiation. Although the Company believes it is in compliance
with such regulations, there can be no assurance that any such
discharge, disposal or emission might not expose the Company
to claims or actions that could have a material adverse effect
on the Company's financial results.
International Business. The Company derives substantial
revenues by providing international communication services
primarily to customers headquartered in the United States.
Such operations are subject to certain risks such as changes
in foreign government regulations and telecommunication
standards, licensing requirements, tariffs or taxes and other
trade barriers and political and economic instability. In
addition, the Company's revenues and cost of sales are
sensitive to changes in international settlement rates
negotiated under operating agreements.
Possible Unavailability of Leased Transmission
Facilities. The Company operates in, and plans to expand
into, markets that are not served by facilities owned by the
Company, the profitability of which is based in part upon the
5
Company's ability to transmit its customers' traffic on a
cost-effective basis over leased facilities. The Company
believes it has ample access to leased transmission facilities
at cost-effective rates and expects to continue to have such
access in the foreseeable future because technological
improvements in recent years have increased the capacity of
existing digital fiber optic and satellite-based transmission
facilities. There can be no assurance, however, that such
leased facilities will be available to the Company at cost-
effective rates in the future.
Volatility of Stock Price. The market price of the
Company's Common Stock may be significantly affected by
announcements of expanded services by the Company or its
competitors, acquisitions of related companies and variations
in quarterly operating results, among other factors. Within
the past two years, the stock market has experienced
volatility which has been unrelated to the operating results
of traded companies. Such volatility, as well as general
economic, political and market conditions, such as recessions
and military conflicts, may adversely affect the market price
of the Common Stock. The Company's Common Stock is currently
trading at or near its highest historical sales price.
SELLING STOCKHOLDERS
The Common Stock covered by this Prospectus is being
offered by the Selling Stockholders identified in the table
below. The following table sets forth certain information as
of the date hereof with respect to the Selling Stockholders
and the shares of Common Stock offered hereby:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares Shares
Name of Selling Beneficially Shares Beneficially
Stockholder Owned Prior Offered Owned After
To Offering Hereby Offering
Jeffrey Barbakow (1) 325,000 325,000 0
Mezzonen S.A. (2) 169,419 169,419 0
Robert Landers (3) 42,000 42,000 0
Jonathan Gans (4) 16,295 16,295 0
Total 552,714 552,714 0
</TABLE>
(1) Mr. Barbakow acquired 325,000 shares of Common Stock
in exchange for cash consideration which was used to
finance in part the repayment of certain debt by the
Company in connection with the purchase of TC WorldCom
6
AG ("WorldCom Europe"). Mr. Barbakow has acted as a
consultant to the Company since December 1, 1991.
(2) Mezzonen S.A., a Luxembourg corporation ("Mezzonen"),
acquired 169,419 shares of Common Stock in exchange
for cash consideration which was used to finance in
part the Company's purchase of WorldCom Europe.
(3) Mr. Landers acquired 42,000 shares of Common Stock in
consideration for the purchase by the Company of
certain audio network assets from Landco Labs, Inc., a
California corporation that was wholly-owned by Mr.
Landers at the time of the transaction. Mr. Landers
has acted as a consultant since the Company's purchase
of the audio network assets from Landco in July 1992.
(4) Mr. Gans acquired 16,295 shares of Common Stock in
connection with the acquisition of Common Stock by
Mezzonen.
PLAN OF DISTRIBUTION
The Company has been advised by each Selling
Stockholder that they each intend to sell all or a portion of
their shares of Common Stock offered hereby from time to time
to purchasers directly or through underwriters, dealers or
agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from them
and/or purchasers of the shares of Common Stock for whom they
may act as agent. Each Selling Stockholder will be
responsible for payment of any and all commissions to brokers,
which will be negotiated on an individual basis. Each Selling
Stockholder and any underwriters, dealers or agents that
participate in the distribution of the shares of Common Stock
may be deemed to be underwriters, and any profit on the sale
of such shares of Common Stock by them and any discounts,
commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended
(the "Securities Act"). At the time a particular offer of any
of the shares of Common Stock is made, to the extent required,
a supplement to this Prospectus will be distributed which will
set forth the number of shares of Common Stock being offered
and the terms of the offering, including the name or names of
any underwriters, dealers or agents, any discounts,
commissions or other items constituting compensation from each
Selling Stockholder and any discounts, commissions or
concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold in the over-
the-counter market or in privately negotiated transactions.
Sales of such shares in the over-the-counter market may be
made by means of one or more of the following: a block trade
in which a broker or dealer will attempt to sell shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction; purchases by a dealer
as principal and resale by such dealer for its account
pursuant to this Prospectus; and ordinary brokerage
transactions and transactions in which the broker solicits
7
purchasers. In addition, any shares of Common Stock covered
by this Prospectus which qualify may be sold pursuant to Rule
144 under the Securities Act rather than pursuant to this
Prospectus. Each Selling Stockholder will be subject to
applicable provisions of the Exchange Act, and the rules and
regulations thereunder, including, without limitation, Rule
10b-2, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of any of the shares of Common Stock by
the Selling Stockholders. There is no assurance that any
Selling Stockholder will sell any or all of the Common Stock
described herein and may transfer, devise or gift such shares
by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be
passed upon for the Company by Neil J Wertlieb, the General
Counsel of the Company. Mr. Wertlieb holds 600 shares of
Common Stock and options to purchase 16,300 shares of Common
Stock, 1,574 of which are currently exercisable.
EXPERTS
The financial statements of IDB Communications Group,
Inc. and its consolidated subsidiaries (except World
Communications, Inc.) as of December 31, 1992 and 1991 and for
each of the three years in the period ended December 31, 1992
and the related financial statement schedules incorporated in
this Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992, as amended,
have been audited by Deloitte & Touche, independent auditors,
as stated in their report, which is incorporated by reference
herein.
The financial statements of World Communications, Inc.
(a consolidated subsidiary of the Company as of December 31,
1992), incorporated in this Prospectus by reference to the
Company's Current Reports on Form 8-K filed with the
Commission on November 2, 1992 and April 29, 1993, have been
audited by BDO Seidman, independent auditors, as stated in
their reports, which are incorporated by reference herein.
The consolidated financial statements of TRT
Communications, Inc., incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated
April 27, 1993 filed with the Commission on April 29, 1993,
have been audited by Deloitte & Touche, independent auditors,
as stated in their report, which is incorporated by reference
herein.
Such financial statements of IDB Communications Group,
Inc., World Communications, Inc. and TRT Communications, Inc.
have been incorporated by reference herein in reliance upon
the respective reports of such independent auditors given upon
their authority as experts in accounting and auditing.
8
ADDITIONAL INFORMATION
The Company has filed with the Commission a
registration statement (the "Registration Statement") under
the Securities Act, with respect to the securities offered
hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and
regulations of the Commission. Statements made in this
Prospectus as to the contents of any contract, agreement or
other document referred to are not necessarily complete. With
respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference
is made to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. Items and
information omitted from this Prospectus but contained in the
Registration Statement may be inspected and copied at the
Public Reference Facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549.
9
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesperson or
other individual has been
authorized to give any 552,714 Shares
information or to make any
representations other than
those contained or
incorporated by reference LOGO
in this Prospectus in
connection with the offer
made by this Prospectus
and, if given or made, such
information or
representations must not be
relied upon as having been
authorized by the Company,
the Selling Stockholders or
any underwriter or agent. Common Stock
Neither the delivery of
this Prospectus nor any
sale made hereunder shall,
under any circumstances,
create an implication that ___________________
there has been no change in
the affairs of the Company PROSPECTUS
since the date hereof. ___________________
This Prospectus does not
constitute an offer or
solicitation by anyone in
any jurisdiction in which
such offer or solicitation
is not authorized or in
which the person making
such offer or solicitation
is not qualified to do so
or to anyone to whom it is
unlawful to make such offer
or solicitation.
__________________
TABLE OF CONTENTS
Page , 1994
Available Information 2
Incorporation of Certain
Documents by Reference 2
Risk Factors 3
Selling Stockholders 4
Plan of Distribution 5
Legal Matters 5
Experts 5
Additional Information 6
</TABLE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the offering, other than underwriting
discounts and commissions, are estimated as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee $10,220
Accounting fees and expenses 5,000
Miscellaneous 4,780
Total $20,000
</TABLE>
All expenses of the offering will be paid by the
Company.
Item 15. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 7 of
IDB's Bylaws provides for indemnification of the officers and
directors of IDB to the full extent permitted by law. Section
145 of the General Corporation Law of the State of Delaware
("GCL") provides that a Delaware corporation has the power to
indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former
director or officer, who was or is a party or is threatened to
be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation), against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with
such action, suit or proceeding provided that such director or
officer acted in good faith in a manner reasonably believed to
be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding,
provided that such director or officer has no cause to believe
his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in
II-1
its favor by reason of the fact that such person acted in any
of the capacities set forth above against expenses actually
and reasonably incurred in connection with the defense or
settlement of such action or suit; provided that such director
or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in
respect of any claim, issue or matter as to which such
director or officer has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action was brought
determines that, despite the adjudication of liability, such
director or officer is fairly and reasonably entitled to
indemnity for such expenses which the court deems proper.
Section 145 further provides that (i) to the extent a
director or officer of a corporation has been successful in
the defense of any action, suit or proceeding referred to in
subsection (a) or (b) of Section 145 or in the defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith;
(ii) indemnification provided for by Section 145 is not be
deemed exclusive of any other rights to which the indemnified
party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted
against him or incurred by him in any such capacity or arising
out of his status as such whether or not the corporation would
have the power to indemnify him against such liabilities under
Section 145.
Article Eighth of IDB's Restated Certificate of
Incorporation provides that each director will not be
personally liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the GCL or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company is
required to indemnify its officers and directors and to
advance defense expenses, except to the extent prohibited by
then applicable law, in connection with any action, suit, or
proceeding to which such person is a party by reason of being
or having been an officer or director of the Company. The
Bylaws also provide that such indemnification shall not be
exclusive of any other right that the indemnified party may
have by law, agreement or otherwise.
On April 23, 1987, the Company entered into indemnity
agreements with Edward R. Cheramy, Jeffrey P. Sudikoff,
II-2
William L. Snelling and Peter F. Hartz; on August 3, 1992, the
Company entered into an indemnity agreement with Franklin E.
Fried; and on June 29, 1989, the Company entered into an
indemnity agreement with Joseph M. Cohen. The Company has
also entered into indemnity agreements with certain former
directors with respect to which it may have continuing
indemnification obligations. The indemnity agreements
indemnify such persons against certain liabilities arising out
of their service in their capacities as directors and/or
officers and constitute binding agreements of the Company
which prevent the Company from modifying its indemnification
policy in a way that is adverse to any person who is a party
to an indemnity agreement. The Company may from time to time
enter into indemnity agreements with additional individuals
who become officers and/or directors of the Company.
Item 16. Exhibits.
<TABLE>
<CAPTION>
<S> <C>
Exhibit Description
No.
4.1(a) Restated Certificate of Incorporation of the Company,
as filed with the Secretary of State of the State of
Delaware on July 23, 1987. (Incorporated herein by
reference to Exhibit 3.1(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992.)
4.1(b) Designation of Preferences of the Company, as filed
with the Secretary of State of the State of Delaware on
December 16, 1992. (Incorporated herein by reference
to Exhibit 3.1(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.)
4.1(c) Certificate of Amendment of Restated Certificate of
Incorporation of the Company, as filed with the
Secretary of State of State of Delaware on
September 23, 1993. (Incorporated herein by reference
to Exhibit 4.1(c) to the Company's Registration
Statement on Form S-3 dated October 6, 1993 (File No.
33-70024).
4.2 Bylaws of the Company, as amended to date.
(Incorporated herein by reference to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.)
5.1 Opinion of Neil J Wertlieb, General Counsel of the
Company, as to the legality of the Common Stock
registered hereby.
23.1 Consent of Deloitte & Touche (Los Angeles, California).
II-3
23.2 Consent of Deloitte & Touche (Washington, D.C.).
23.3 Consent of BDO Seidman.
23.4 Consent of Neil J Wertlieb, General Counsel of the
Company (contained in the opinion filed as Exhibit 5.1
hereto).
24.1 Power of Attorney (contained on page II-4).
</TABLE>
Item 17. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act, unless the information
required to be included in such post-effective amendment
is contained in a periodic report filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act and incorporated herein by reference;
(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,
unless the information required to be included in such
post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein
by reference; and
(iii) To include any material information with
respect to the plan of distribution not previously
included in the Registration Statement or any material
change to such information in the Registration Statement.
(2) To remove from registration by means of a post-
effective amendment any of the securities which remain unsold
at the termination of the offering.
(3) That, for purposes of determining any liability
under the Securities Act, each post-effective amendment that
contains a form of prospectus 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-4
(4) That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 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 Registrant 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 Securities Act and will be governed by the
final adjudication of such issue.
II-5
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 Culver City, State of California,
on January 27, 1994.
IDB COMMUNICATIONS GROUP,
INC.
By: EDWARD R. CHERAMY
Edward R. Cheramy
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey P.
Sudikoff, Edward R. Cheramy, Peter F. Hartz and Rudy Wann and
each or any of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any
or all amendments or post-effective amendments to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
II-6
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on January 27,
1994.
<TABLE>
<CAPTION>
<S> <C>
Signature Title
JEFFREY P. Chairman of the Board, Chief Executive
SUDIKOFF Officer and Director (Principal Executive
Officer)
Jeffrey P.
Sudikoff
EDWARD R. President and Director
CHERAMY
Edward R.
Cheramy
RUDY WANN Vice President, Finance and Chief
Financial Officer (Principal Financial
Rudy Wann and Accounting Officer)
PETER F. HARTZ Senior Vice President, Sales and
Marketing and Director
Peter F. Hartz
WILLIAM Director
L.SNELLING
William L.
Snelling
FRANKLIN E. Director
FRIED
Franklin E.
Fried
JOSEPH M. COHEN Director
II-7
Joseph M. Cohen
</TABLE>
II-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Description Sequentially
No. Numbered
Page
4.1(a) Restated Certificate of Incorporation of
the Company, as filed with the Secretary
of State of the State of Delaware on
July 23, 1987. (Incorporated herein by
reference to Exhibit 3.1(a) to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.)
4.1(b) Designation of Preferences of the
Company, as filed with the Secretary of
State of the State of Delaware on
December 16, 1992. (Incorporated herein
by reference to Exhibit 3.1(b) to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1992.)
4.1(c) Certificate of Amendment of Restated
Certificate of Incorporation of the
Company, as filed with the Secretary of
State of the State of Delaware on
September 23, 1993. (Incorporated herein
by reference to Exhibit 4.1(c) to the
Company's Registration Statement on Form
S-3 dated October 6, 1993 (File No. 33-
70024).
4.2 Bylaws of the Company, as amended to
date. (Incorporated herein by reference
to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1992.)
5.1 Opinion of Neil J Wertlieb, General
Counsel of the Company as to the legality
of the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche (Los
Angeles, California).
23.2 Consent of Deloitte & Touche (Washington,
D.C.).
23.3 Consent of BDO Seidman.
23.4 Consent of Neil J Wertlieb, General
Counsel of the Company (contained in the
opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on page II-
4).
</TABLE>
January 25, 1994
IDB Communications Group, Inc.
10525 West Washington Boulevard
Culver City, California 90232-1922
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, I have examined the Registration Statement on
Form S-3 (the "Registration Statement"), to be filed by IDB
Communications Group, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, of 552,714 shares of your Common Stock,
$0.01 par value (the "Shares").
I am familiar with the proceedings taken by the Company in
connection with the authorization and original issuance of the
Shares to be sold by the Selling Stockholders named in the
Registration Statement.
On the basis of such investigation as I have deemed necessary
for the purposes of this opinion, it is my opinion that the
Shares to be sold by the Selling Stockholders pursuant to the
Registration Statement have been legally and validly issued
and are fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my
name under the caption "Legal Matters" in the Registration
Statement and the Prospectus which forms a part thereof.
Respectfully submitted,
Neil J Wertlieb
Vice President and General Counsel
Exhibit 5.1
Independent Auditors' Consent
We consent to the incorporation by reference in this
Registration Statement of IDB Communications Group, Inc. on
Form S-3 of our report dated March 30, 1993 (which report is
based in part on the report of other auditors), appearing in
the Annual Report on Form 10-K, as amended, of IDB
Communications Group, Inc. for the year ended December 31,
1992 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE
Los Angeles, CA
January 26, 1994
Exhibit 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this
Registration Statement of IDB Communications Group, Inc. on
Form S-3 of our report on the consolidated financial
statements of TRT Communications, Inc. dated March 8, 1993,
appearing in the Current Report on Form 8-K of IDB
Communications Group, Inc. filed with the Commission on April
29, 1993, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE
Washington, DC
January 26, 1994
Exhibit 23.2
Consent of Independent
Certified Public Accountant
IDB Communications Group, Inc.:
We consent to the incorporation by reference in this
Registration Statement of IDB Communications Group, Inc. on
Form S-3 of our reports dated February 7, 1992 (except for
Note 1(c) which is as of February 14, 1992) and March 17, 1993
on World Communications, Inc. appearing in the current
reports, as amended, on Form 8-K of IDB Communications Group,
Inc. dated October 30, 1992 and April 27, 1993, respectively,
and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement. We
also consent to the incorporation by reference in this
Registration Statement of our aforementioned report dated
March 17, 1993 appearing in the Annual Report on Form 10-K of
IDB Communications Group, Inc. for the year ended December 31,
1992, as amended.
BDO SEIDMAN
New York, New York
January 25, 1994
Exhibit 23.3
