As filed with the Securities and Exchange Commission
on October 29, 1996
Registration No.
___________________________________________________________
___________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SHOP AT HOME, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1282758
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5210 Schubert Road
P.O. Box 12600
Knoxville, Tennessee 37921
(Address of Principal Executive Offices)
SHOP AT HOME, INC. OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
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<CAPTION>
Kent E. Lillie, President Copy to: C. Michael Norton, Esq.
Shop at Home, Inc. Wyatt, Tarrant & Combs
5210 Schubert Road Nashville City Center
P.O. Box 12600 511 Union Street, Suite 1500
Knoxville, Tennessee 37921 Nashville, Tennessee 37219
(615) 688-0300 (615)244-0020
(Name, address and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share{1} price{1} fee
<S> <C> <C> <C> <C>
Common Stock, 1,500,000{2}
$.0025 par value shares $3.1875 $4,781,250 $1,448.86
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{1} Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.
{2} The Registrant also registers hereby such indeterminate number of
additional shares as may be required to cover antidilutive adjustments under
the Shop At Home, Inc. Omnibus Stock Incentive Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents in this
Registration Statement:
A. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1996;
B. The description of the Common Stock, no par value, of the
Registrant contained in a registration statement on Form 8-A filed under
Section 12 of the Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such description; and
C. The description of the Common Stock of the Registrant contained
in a registration statement filed under Section 12 of the Securities
Exchange Act of 1934, and any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the 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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 6.6 of the Registrant's Bylaws require the Registrant to
indemnify its officers, directors, employees and/or agents to the maximum
extent permitted by the Tennessee Business Corporation Act. The
circumstances under which Tennessee law requires or permits a corporation
to indemnify its directors, officers, employees and/or agents are set forth
at T.C.A. Sections 48-18-501 ET SEQ.
Generally, under T.C.A. Sections 48-18-501 ET SEQ., a corporation may
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if (a) he conducted
himself in good faith, and (b) he reasonably believed: in the case of
conduct in his official capacity with the corporation, that his conduct was
in its best interests; and, in all other cases, that his conduct was at
least not opposed to its best interests; and (c) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.
<PAGE> 2
A corporation may not indemnify a director: (a) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation; or (b) in connection with any other
proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 7 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3) of
the Act;
[2] 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;
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[3] 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 1.A[1] and 1.A[2] do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
B. 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.
C. 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.
2. 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
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, 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 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 of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
<PAGE> 4
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 Knoxville, State of Tennessee, on
October 25, 1996.
SHOP AT HOME, INC.
By /S/ KENT E. LILLIE
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kent E. Lillie and Joseph Nawy, and
each of them, with the power to act without the other, his or her true and
lawful attorney-in-facts and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and 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 attorneys-
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 premises, as fully and to all intents and purposes as he or
she 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 on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ KENT E. LILLIE
Kent E. Lillie President, and Chief Executive October 25, 1996
Officer (Principal Executive
Officer), and Director
<PAGE> 5
/S/ JOSEPH NAWY
Joseph Nawy Vice President - Finance October 25, 1996
(Principal Financial and Accounting
Officer)
/S/ J.D. CLINTON
J.D. Clinton Director October 25, 1996
/S/ W. PAUL COWELL
W. Paul Cowell Director October 25, 1996
/S/ JOSEPH I. OVERHOLT
Joseph I. Overholt Director October 25, 1996
/S/ A.E. JOLLEY
A.E. Jolley Director, Secretary/Treasurer October 25, 1996
/S/ FRANK A. WOODS
Frank A. Woods Director October 25, 1996
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<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) Shop at Home, Inc. Omnibus Stock Incentive Plan incorporated
by reference to Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ended June 30, 1992.
4(b) Charter of the Registrant incorporated by reference to
Exhibit 3.1 of the Registrant's report on Form 10-K for the
fiscal year ended June 30, 1993, filed with the Securities
and Exchange Commission on September 28, 1993, and by
reference to Exhibit 4.3 of the Registrant's report on Form
8-K filed with the Securities and Exchange Commission on
March 2, 1995.
4(c) Bylaws of the Registrant as amended incorporated by
reference to Exhibit 3.2 of the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 30, 1993, filed
with the Securities and Exchange Commission on September 28,
1993.
4(d) Specimen Common Stock Certificate incorporated by reference
to Exhibit 4.8 of the Registrant's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission
on January 20, 1995.
5 Opinion of Wyatt, Tarrant & Combs as
to the legality of the Common Stock. 8
24(b) Consent of Wyatt, Tarrant & Combs
(included in Exhibit 5). 8
25 Power of Attorney (included on sig-
nature page of this Registration
Statement). 5
<PAGE> 7
EXHIBIT 5
WYATT, TARRANT & COMBS
Suite 1500
Nashville City Center
Nashville, Tennessee 37219
615-244-0020
FAX 615-256-1726
October 28, 1995
Shop at Home, Inc.
5210 Schubert Road
Knoxville, Tennessee 37912
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8, filed today by Shop at Home, Inc. (the "Company"), with the
Securities and Exchange Commission, for the purpose of registering under
the Securities Act of 1933 an aggregate of 1,500,000 shares (the "Shares")
of the Common Stock, par value $.0025 per share, of the Company being
offered to certain employees of the Company pursuant to the Company's
Omnibus Stock Incentive Plan (the "Plan").
In connection with the foregoing registration, we have acted as
counsel for the Company and have examined originals, or copies certified to
our satisfaction, of such corporate records of the Company, certificates of
public officials, and representatives of the Company, and other documents
as we deemed necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and
if issued in accordance with the Plan, duly authorized, validly issued, and
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
/s/ Wyatt, Tarrant & Combs
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