<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
THE SCORE BOARD, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
NEW JERSEY 1951 OLD CUTHBERT ROAD, 22-2766077
(State or other jurisdiction of CHERRY HILL, NEW JERSEY 08034 (I.R.S. Employer
incorporation or organization) (609) 354-9000 Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
-------------------
PATRICK J. WUJCIK, ESQUIRE
VICE PRESIDENT AND GENERAL COUNSEL
THE SCORE BOARD, INC.
1951 OLD CUTHBERT ROAD, CHERRY HILL, NEW JERSEY 08034
(609) 354-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
COPIES TO:
A. FRED RUTTENBERG, ESQUIRE
BLANK ROME COMISKY & MCCAULEY
210 LAKE DRIVE EAST, SUITE 200
CHERRY HILL, NEW JERSEY 08002
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment, 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 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective 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>
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 912,000 shares/(1)/ $3.875/(2)/ $3,534,000.00/(2)/ $1,218.62
par value $0.01 per
share
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers shares owned by a selling stockholder
which shares may be offered from time to time by the selling stockholder
for a period not to exceed 36 months from the effective date of this
registration statement.
(2) Based upon the average of the last reported bid and asked prices of the
Common Stock as reported by The Nasdaq Stock Market on June 27, 1996,
estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JULY 2, 1996
PROSPECTUS
----------
THE SCORE BOARD, INC.
912,000 SHARES OF COMMON STOCK
The shares offered hereby (the "Shares") consist of 912,000 shares
of common stock, $.01 par value per share (the "Common Stock"), of The Score
Board, Inc., a New Jersey corporation ("Score Board"), which are owned by the
Fidelity Convertible Securities Fund (the "Selling Stockholder"). The Shares
may be offered from time to time by the Selling Stockholder for a period not
to exceed 36 months after the date of this Prospectus. Score Board shall pay
all fees and expenses related to this offering including counsel fees of the
Selling Stockholder except that the Selling Stockholder shall pay any
commissions, discounts, or other fees payable to broker-dealers in connection
with any sale of the Shares. Score Board will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholder.
The Selling Stockholder has not advised Score Board of any specific
plans for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on the Nasdaq National
Market of The Nasdaq Stock Market at the market price then prevailing,
although sales may also be made in negotiated transactions or otherwise. The
Selling Stockholder and the brokers and dealers through whom sale of the
Shares may be made may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and their
commissions or discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
Score Board's Common Stock is quoted on the Nasdaq National Market
of The Nasdaq Stock Market under the symbol "BSBL." On June 27, 1996, the
last reported closing price of the Common Stock was $3.875 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS WHICH SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE 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 JULY 2, 1996.
<PAGE>
AVAILABLE INFORMATION
Score Board has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
(the "Registration Statement") with respect to the registration of Score Board
Common Stock owned by the Selling Stockholder. This Prospectus constitutes a
part of the Registration Statement and, in accordance with the rules of the
Commission, omits certain of the information contained in the Registration
Statement. For such information, reference is made to the Registration
Statement and the exhibits thereto.
Score Board is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information filed by Score Board, can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and at Seven World Trade Center, New York, New
York 10048. Copies of such material also can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, such materials and other
information concerning Score Board can be inspected at the National
Association of Securities Dealers, Inc., 1735 K Street, Washington, D.C.
20006.
THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SCORE BOARD HEREBY UNDERTAKES TO
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 AND ALL DOCUMENTS AND INFORMATION THAT HAVE BEEN
INCORPORATED BY REFERENCE HEREIN (NOT INCLUDING EXHIBITS THERETO UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION
INCORPORATED HEREIN). SUCH DOCUMENTS AND INFORMATION ARE AVAILABLE UPON
REQUEST FROM THE SCORE BOARD, INC., 1951 OLD CUTHBERT ROAD, CHERRY HILL, NEW
JERSEY 08034, ATTENTION: INVESTOR RELATIONS; TELEPHONE: (609) 354-9000.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Score Board with the Commission are
hereby incorporated by reference in this Prospectus: (1) Score Board's Annual
Report on Form 10-K for the fiscal year ended January 31, 1996 and Amendment
No. 1 thereto and (2) description of Score Board's Common Stock in Score
Board's Registration Statement on Form 8-A filed on May 5, 1988, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by Score Board pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing thereof. Any statement contained herein or in any 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
that 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.
2
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risk factors should be considered carefully in evaluating Score
Board and its business. This Prospectus and the information herein
incorporated by reference contains forward-looking statements which involve
risks and uncertainties. Score Board's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
certain factors, including those set forth in the following risk factors and
elsewhere in this Prospectus.
Dependence Upon License Agreements
----------------------------------
In general, the production or distribution of products depicting the
image of any celebrity, athlete, team, league, organization, logo or trademark
requires a personal service contract or license from such celebrity, athlete,
team, league, organization or owner of the trademark. Score Board's business
is highly dependent upon its ability to obtain and maintain existing licenses
and personal service contracts and to obtain additional licenses and personal
service contracts necessary to offer new products. Although Score Board
believes it will be able to renew its licenses and personal service contracts
upon their expiration, there can be no assurance that such renewals can be
obtained on terms acceptable to Score Board. The inability of Score Board to
renew existing licenses and personal service contracts and/or to acquire
additional licenses and personal service contracts with sports and
entertainment celebrities could have a material adverse impact on Score
Board's sales and earnings.
Competition
-----------
Score Board believes that no single entity competes against Score Board
in all of its product offerings. In each of its product lines, however, Score
Board has significant existing and potential competition.
With respect to the manufacture and sale of draft pick trading cards,
Score Board believes that it is the dominant source of these cards. The
competitive factors in this market are principally based upon quality, ability
to make prompt delivery and ability to obtain premier players on an exclusive
basis. With respect to the manufacture and sale of other trading cards, Score
Board competes directly with other manufacturers, some of whom have far
greater experience and finances devoted to these products. Score Board
encounters competition principally based upon product pricing, creativity,
quality and ability to make delivery.
With respect to memorabilia, Score Board's sports products compete with
several other sports memorabilia companies, including a company which is an
affiliate of a major trading card manufacturer, as well as dealers involved in
sports trading cards. Score Board believes that its sports memorabilia
competitors generally sell their products primarily through television
shopping networks, retail stores, card shows and catalogs, and that the
dealers generally sell their products only through hobby magazines and sports
card shows. Score Board's entertainment memorabilia product line competes
with certain licensors who have developed their own entertainment memorabilia
product lines which are sold in their own stores and in catalogs, as well as
with dealers, fan clubs, entertainment memorabilia conventions and concert
hall concessions. Score Board faces competition for the sale of sports and
entertainment memorabilia based upon reputation for authenticity of product,
product quality and pricing, athlete/celebrity selection and ability to
deliver product in volume. Score Board's practice of providing certificates
of authenticity for autographed memorabilia has enhanced its distribution of
these products. Score Board also competes with other sports and entertainment
memorabilia companies for the engagement of sports and entertainment
celebrities under personal service contracts.
3
<PAGE>
Reliance on Television Shopping Networks
----------------------------------------
For Score Board's fiscal year ended January 31, 1996, sales to national
and regional cable television networks accounted for approximately 22% of
Score Board's net sales. Sales to one of these television shopping networks,
QVC Network, Inc. ("QVC"), accounted for approximately 17% of Score Board's
net sales for fiscal year 1996. Score Board has no written agreement with
QVC, and cannot give any assurance that it will attain its current level of
sales to QVC. The loss of QVC as a customer, or cable television as a sales
outlet for Score Board's products, could have a material adverse impact on
Score Board.
Factors Affecting Sales and Earnings
------------------------------------
The market for sports trading cards and sports and entertainment
memorabilia is affected by many factors, including seasonality, consumer
interest and general economic conditions. Furthermore, with respect to
trading cards, there has been a significant increase in the number and type of
such cards printed and sold over the past several years, which has made it
more difficult to predict consumer interest with respect to particular cards.
Recently, the market for sports trading cards has experienced a contraction,
which has resulted in diminished sales of trading cards by Score Board and
certain of its competitors.
As part of its marketing efforts, Score Board has sports and
entertainment celebrities under contract to sign autographs and make
appearances. If Score Board were not able to respond to changes in consumer
demand and tastes quickly enough, or if the celebrities under contract with
Score Board were to become ill or injured, or to fall into public disfavor,
Score Board's sales and earnings could be materially adversely affected. Score
Board's sales and earnings could also be materially adversely affected if
Score Board were unable to retain the services of the celebrities or if an
overabundance of the celebrities' autographs were to become available for
sale.
Source of Materials
-------------------
Score Board obtains the standard items to be autographed, such as
baseballs, footballs, basketballs and uniform jerseys, and components for its
memorabilia products from licensed dealers and unrelated third party
manufacturers. The sources for many of these items are limited to several or,
in certain cases, one manufacturer or supplier. Although Score Board does not
have formal written agreements with any supplier, Score Board generally has
not experienced difficulty in obtaining these items. No assurance can be
given, however, that Score Board will not experience any significant
difficulty in obtaining these items in the future.
Dependence on Key Personnel
---------------------------
Score Board's future success depends upon its ability to attract and
retain its key managerial personnel. The loss of services of certain of Score
Board's executive officers or the inability of Score Board to attract
additional management personnel could have a material adverse effect upon
Score Board's business, financial condition and results of operations.
Kenneth Goldin, the President and Chief Executive Officer has an employment
agreement with Score Board which terminates on December 31, 1996.
Potential for Significant Fluctuations in Quarterly Operating Results
---------------------------------------------------------------------
Score Board has experienced, and may in the future experience,
significant quarter to quarter fluctuations in its results of operations.
Such fluctuations may result in volatility in the price of the Common Stock.
Quarterly results of operations may fluctuate as a result of a variety of
factors, including demand for Score Board's products, the timing of the
introduction of new trading card
products or other products by Score Board or its competitors, the market
acceptance of new products, competitive conditions in the industry and general
economic conditions. As a result, Score Board's revenues are difficult to
forecast, and Score Board believes that period to period comparisons of
results of operations are not necessarily meaningful and should not be relied
upon as an indication of future results of operations. Due to the foregoing
factors, it is possible that in future quarters Score Board's operating
results will be below
4
<PAGE>
the expectations of public market analysts and investors. Such an event could
have a material adverse effect on the price of the Common Stock.
Management of Changing Business
-------------------------------
Score Board has experienced significant changes, including the
restructuring of its continuing business and discontinuance of certain
products and product lines. Such changes have placed and may continue to
place a significant strain on Score Board's management and operations. In
order to manage such changes in the future, Score Board must continue to
implement and improve its operational, financial and management systems, and
hire, train and manage its employees. If Score Board is unable to implement
such systems and manage such changes effectively, Score Board's business,
financial condition and results of operations could be materially and
adversely affected.
Potential Volatility of Stock Price
-----------------------------------
The market price of Score Board's Common Stock has been, and may in the
future be, highly volatile. Factors such as announcements with respect to new
products or licenses by Score Board or its competitors, fluctuations in Score
Board's operating results and general market and economic conditions could
cause the market price of the Common Stock to fluctuate substantially. These
or other factors may adversely affect the market price of the Common Stock.
Distribution
------------
Score Board's channels of distribution include cable television shopping
networks, national and regional retailers, wholesalers and distributors, hobby
stores, and premium and promotional programs. The loss of one or more of
these channels of distribution could have a material adverse impact on Score
Board.
Score Board has limited written agreements with its customers and
distributors. In light of this, no assurance can be given that Score Board
will not experience a diminution or cessation of sales to any of its customers
or distributors.
THE COMPANY
Score Board designs, manufactures, markets and distributes sports and
entertainment related products. Its primary activities are the marketing and
sale of specialty sports trading cards, sports and entertainment memorabilia
and prepaid telephone calling cards. Score Board's products are sold
primarily through national and regional cable television shopping networks,
national and regional retailers, wholesalers and distributors, hobby stores
and premium and promotional programs. Score Board's principal executive
offices are located at 1951 Old Cuthbert Road, Cherry Hill, New Jersey 08034,
and its telephone number is (609)354-9000.
5
<PAGE>
USE OF PROCEEDS
Score Board will not receive any proceeds from the sale of the Shares by
the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth certain information as of the date of this
Prospectus regarding the ownership of shares of Score Board Common Stock by
the Selling Stockholder and as adjusted to give effect to the sale of the
Shares offered hereby. All of the Shares being offered by the Selling
Stockholder were acquired by it in exchange for an aggregate principal amount
of $6.5 million of Score Board's subordinated debentures on May 28, 1996
pursuant to an Exchange Agreement between Score Board and the Selling
Stockholder. The Shares are being registered to permit public secondary
trading in the Shares and the Selling Stockholder may offer the Shares for
resale from time to time for a period not to exceed 36 months from the date of
this Prospectus. See "Plan of Distribution."
<TABLE>
<CAPTION>
# OF SHARES % OF SHARES
NAME OF SELLING # OF SHARES OWNED # OF SHARES OWNED AFTER OWNED AFTER
STOCKHOLDER BEFORE THE OFFERING BEING THE OFFERING THE OFFERING
OFFERED FOR SALE ------------ ------------
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fidelity Financial Trust: 912,000 912,000 -0- -0-
- ------------------------------------------------------------------------------------------------
Fidelity Convertible
Securities Fund*
- ------------------------------------------------------------------------------------------------
</TABLE>
*The Selling Stockholder is a portfolio of an investment company registered
under Section 8 of the Investment Company Act of 1940, as amended. Fidelity
Management & Research Company ("FMRC"), a Massachusetts corporation and an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940, provides investment advisory services to the Selling Stockholder and
to certain other funds, accounts and registered investment companies (some of
which may hold shares of Score Board Common Stock). FMRC is a wholly-owned
subsidiary of FMR Corp., a Massachusetts corporation.
6
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Stockholder may be sold from
time to time by the Selling Stockholder, or by pledgees, donees, transferees
or other successors in interest. Such sales may be made on one or more
exchanges or in the over-the-counter market (including the Nasdaq National
Market of The Nasdaq Stock Market), or otherwise at prices and at terms then
prevailing or at prices related to the then-current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which the broker-
dealer so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between the Selling Stockholder and purchasers
without a broker-dealer. In effecting sales, brokers or dealers engaged by
the Selling Stockholder may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts
from the Selling Stockholder in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 might be
sold under Rule 144 rather than pursuant to this Prospectus.
Upon Score Board being notified by the Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the
sale of Shares through a block trade, special offering, exchange distribution
or secondary distribution or a purchase by a broker or dealer, a supplemented
Prospectus will be filed, if required, pursuant to Rule 424(c) under the
Securities Act, disclosing (a) the name of each such broker-dealer, (b) the
number of Shares involved, (c) the price at which such Shares were sold, (d)
the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, (e) that such broker-dealer(s) did not conduct
any investigation to verify the information set out or incorporated by
reference in this Prospectus, as supplemented, and (f) other facts material to
the transaction.
The Registration Statement shall remain effective until the earlier of
(i) the date on which all of the Shares included in the Registration Statement
have been distributed to the public, (ii) 36 months after the Registration
Statement is first declared effective by the Commission and (iii) the date on
which the Shares are eligible for sale by the Selling Stockholder pursuant to
Rule 144(k), as amended under the Securities Act.
Score Board shall pay all fees and expenses related to this offering
including counsel fees of the Selling Stockholder except that the Selling
Stockholder shall pay any commissions, discounts, or other fees payable to
broker-dealers in connection with any sale of the Shares. Score Board will
not receive any of the proceeds from the sale of the Shares by the Selling
Stockholder.
Score Board has agreed to indemnify the Selling Stockholder in certain
circumstances, against certain liabilities, including liabilities arising
under the Securities Act. The Selling Stockholder has agreed to indemnify
Score Board and its directors, and its officers who sign the Registration
Statement against certain liabilities, including liabilities arising under the
Securities Act.
7
<PAGE>
LEGAL OPINION
An opinion has been rendered by the law firm of Blank Rome Comisky &
McCauley, Cherry Hill, New Jersey, to the effect that the shares of Common
Stock offered by the Selling Stockholder hereby are legally issued, fully paid
and non-assessable.
EXPERTS
The consolidated financial statements and schedule as of January 31, 1996
and for the year then ended, incorporated by reference in this Prospectus and
elsewhere in the registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The consolidated balance sheets of Score Board and subsidiaries as of
January 31, 1995 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the two-year
period ended January 31, 1995 have been incorporated by reference in this
Prospectus and in the Registration Statement in reliance upon the report of
BDO Seidman, LLP, independent certified public accountants, given on the
authority of that firm as experts in accounting and auditing.
8
<PAGE>
<TABLE>
<S> <C>
=============================================== ============================================
No dealer, salesman or other person has 912,000 Shares
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 THE SCORE BOARD, INC.
upon as having been authorized by Score Board or
the Selling Stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an
offer to buy to any person in any jurisdiction in
which such offer or solicitation would be unlawful
or to any person to whom it is unlawful. Neither
the delivery of this Prospectus nor any offer or sale
made hereunder shall, under any circumstances, Common Stock
create any implication that there has been no
change in the affairs of Score Board or that
information contained herein is correct as of any
time subsequent to the date hereof. _______________
PROSPECTUS
_______________
_______________
TABLE OF CONTENTS
Page
-----
July 2, 1996
Available Information......................... 2
Incorporation of Documents
by Reference............................... 2
Risk Factors................................. 3
The Company.................................. 5
Use of Proceeds.............................. 6
Selling Stockholder.......................... 6
Plan of Distribution........................ 7
Legal Opinion................................ 8
Experts...................................... 8
=============================================== ============================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee............$ 1,218.62
Legal fees and expenses......... 5,000.00
Accounting fees and expenses.... 3,500.00
Miscellaneous................... 1,500.00
----------
Total......................$11,218.62
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14A:3-5 of the Corporation Law of the State of New Jersey
("NJCL") permits each New Jersey business corporation to indemnify its
directors, officers, employees and agents against expenses and liability for
each such person's acts taken in his or her capacity as a director, officer,
employee or agent of Score Board if such actions were taken in good faith and
in a manner which he or she reasonably believed to be in or not opposed to the
best interests of Score Board, and with respect to any criminal proceeding, if
he or she had no reasonable cause to believe his or her conduct was unlawful.
Article IX, Section 8 of Score Board's Bylaws provides that Score Board, to
the full extent permitted by Section 14A:3-5 of the NJCL, shall indemnify all
past and present directors, officers, employees or other agents of Score
Board. To the extent that a director, officer, employee or agent of Score
Board has been successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in such Article IX, Section 8, or in defense of
any claim, issue, or matter therein, he or she shall be indemnified by Score
Board against expenses in connection therewith. Such expenses may be paid by
Score Board in advance of the final disposition of the action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking to repay the advance if it is ultimately determined that such
person is not entitled to indemnification.
As permitted by Section 14A:3-5(8) of the NJCL, Article Seventh of Score
Board's Certificate of Incorporation provides that no director of Score Board
shall be personally liable to Score Board or its shareholders for monetary
damages for breach of any duty in his or her capacity as a director owed to
Score Board or to the Shareholders of Score Board, except for liability (i)
for any breach of the director's duty of loyalty to Score Board or its
shareholders, (ii) for acts or omissions not in good faith or which involve a
knowing violation of law, or (iii) for any act or omission which resulted in
receipt by the director of an improper personal benefit.
Score Board also has a policy insuring its directors and officers against
certain liabilities, including liabilities under the Act.
I
<PAGE>
ITEM 16. EXHIBITS
NUMBER DOCUMENT
------ ------------------------------------------------------------------
5.1 Opinion of Blank Rome Comisky & McCauley as to the validity of the
issuance of the shares of Score Board Common Stock to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Blank Rome Comisky & McCauley (included in Exhibit 5.1)
24.1 Power of attorney of certain signatories (included on the Signature
Page)
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date to the registration statement (or 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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.
(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.
II-ii
<PAGE>
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Score
Board pursuant to the foregoing provisions, or otherwise, Score Board has been
advised that in the opinion of the Securities and Exchange 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 Score Board of expenses
incurred or paid by a director, officer or controlling person of Score Board
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, Score Board 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-iii
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 CHERRY HILL, NEW JERSEY ON THE DATE INDICATED.
THE SCORE BOARD, INC.
Date: June 28, 1996 By: s/ Kenneth Goldin
---------------------------------------
KENNETH GOLDIN,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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 DATES INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY
AUTHORIZES KENNETH GOLDIN AND PATRICK J. WUJCIK AND EACH OF THEM, AS ATTORNEY-
IN-FACT, TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW,
AND TO FILE, ANY AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS
REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE CAPACITY DATE
- -------------------------------- ---------- -------------
/s/ Kenneth Goldin Chief Executive Officer, June 28, 1996
- --------------------------------
KENNETH GOLDIN President, and Chairman
of the Board of Directors
(principal executive officer)
/s/ Michael D. Hoppman Chief Financial Officer and June 28, 1996
- --------------------------------
MICHAEL D. HOPPMAN Sr. Vice President-Finance and Operations
(principal financial officer)
/s/ Allan R. Lyons Director June 28, 1996
- --------------------------------
ALLAN R. LYONS
/s/ Fred A. Shabel Director June 28, 1996
- --------------------------------
FRED A. SHABEL
/s/ Gerald B. Shreiber Director June 28, 1996
- --------------------------------
GERALD B. SHREIBER
/s/ Richard C. Yancey Director June 28, 1996
- --------------------------------
RICHARD C. YANCEY
</TABLE>
II-iv
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT
------ --------
5.1 Opinion of Blank Rome Comisky & McCauley
23.1 Consent of Arthur Andersen LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Blank Rome Comisky & McCauley (included in Exhibit 5.1)
24.1 Power of attorney of certain signatories (included on the Signature
Page)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BLANK ROME COMISKY & McCAULEY]
June 28, 1996
The Score Board, Inc.
1951 Old Cuthbert Road
Cherry Hill, New Jersey 08034
Gentlemen:
We have acted as counsel to The Score Board, Inc. ("Company"), in connection
with the Registration Statement on Form S-3 ("Registration Statement") to be
filed by the Company pursuant to the Securities Act of 1933, as amended,
relating to the registration of 912,000 shares of common stock, par value $.01
per share ("Common Stock"), which have been included in the Registration
Statement for the respective accounts of the persons identified in the
Registration Statement as Selling Stockholders. This opinion is furnished
pursuant to the requirement of item 601(b)(5) of Regulation S-K.
In rendering this opinion, we have examined the following documents: (i) the
Company's Certificate of Incorporation and By-laws, as amended and restated
since the inception of the Company, (ii) resolutions adopted by the Board of
Directors on March 22, 1996, and (iii) the Registration Statement. We have
assumed and relied, as to questions of fact and mixed questions of law and
fact, on the truth, completeness, authenticity and due authorization of all
documents and records examined and the genuineness of all signatures. This
opinion is limited to the laws of the State of New Jersey.
Based upon and subject to the foregoing, we are of the opinion that the shares
of Common Stock are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinion" in the Prospectus, which is a part of the Registration
Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley
BLANK ROME COMISKY & McCAULEY
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 22, 1996,
included in The Score Board, Inc.'s Form 10-K and Amendment No. 1 thereto for
the year ended January 31, 1996, and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen LLP
------------------------------------
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
June 28, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement of Score Board Inc. on Form S-3 of our reports dated April 12, 1995,
on our audits of the consolidated financial statements and consolidated
financial statement schedule of Score Board and subsidiaries as of January 31,
1995 and for each of the two years in the period ended January 31, 1995, which
reports are included in the Annual Report on Form 10-K as amended. We also
consent to the reference to our firm under the heading "Expert" in the
Registration Statement.
/s/ BDO Seidman, LLP
--------------------------------
BDO SEIDMAN, LLP
Woodbridge, New Jersey
June 28, 1996
