<PAGE>
As filed with the Securities and Exchange Commission on January __, 1997
Registration No. 333-17153
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 To
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
THE SCORE BOARD, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 22-2766077
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1951 Old Cuthbert Road
Cherry Hill, New Jersey 08034
(609) 354-9000
(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
Cherry Hill, New Jersey 08002
(609) 779-3600
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 to be 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. [_]
<PAGE>
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED ________ __, 1997
PROSPECTUS
THE SCORE BOARD, INC.
4,320,000 Shares of Common Stock
The shares offered hereby (the "Shares") consist of 4,320,000 shares of
common stock, $.01 par value per share (the "Common Stock"), of The Score Board,
Inc., a New Jersey corporation ("Score Board" or the "Company"), which are owned
by the selling stockholders listed herein under "Selling Stockholders"
(collectively, the "Selling Stockholders"). The Shares may be offered from time
to time by the Selling Stockholders as more fully described in the Section
entitled "Plan of Distribution." Score Board shall pay all fees and expenses
related to this offering. Score Board will not receive any of the proceeds from
the sale of the Shares by the Selling Stockholders. All of the proceeds from the
sale of the Shares will be received by the Selling Stockholders and none of the
proceeds will be received by Score Board.
The Selling Stockholders have 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
Stockholders 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 January 13, 1997, the last
reported closing price of the Common Stock was $2.1875 per share.
SEE "RISK FACTORS" COMMENCING ON PAGE 3 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.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
-----------------------
THE DATE OF THIS PROSPECTUS IS JANUARY __, 1997.
<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 Stockholders. 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 Citicorp 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. Such materials and other information concerning Score Board are also
filed electronically with the Commission and are accessible via the Worldwide
Web at http://www.sec.gov. 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.
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, (2) * Score Board's quarterly report on Form 10-Q for the quarter
ended April 30, 1996 (4) Score Board's quarterly report on Form 10-Q for the
quarter ended October 31, 1996 (3) Score Board's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1996 and (5) 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.
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
-2-
<PAGE>
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.
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.
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.
Recent Financial Developments
- -----------------------------
Since January 31, 1996 (the Company's most recently completed fiscal
year-end) the Company has incurred significant operating losses and its
financial condition has deteriorated. For the three months ended April 30, 1996
(first quarter), the Company reported a loss of $2,062,000, for the three months
ended July 31, 1996 (second quarter), the Company reported a loss of
$11,010,000, and for the three months ended October 31, 1996 (third quarter),
the Company reported net income of $600,000, resulting in a total loss for the
first nine months of fiscal 1997 of $12,472,000. In the corresponding prior
fiscal year, the Company reported net income of $756,000 for the nine months
ended October 31, 1995. As of October 31, 1996, total stockholders' equity has
decreased from $6,193,000 at January 31, 1996 to a deficit of $731,000.
On November 5, 1996, the Company executed a Securities Purchase
Agreement with third party investors pursuant to which it sold 1.6 million
shares of common stock for $2.50 per share, and purchase warrants ("Warrants")
to acquire an additional 2.72 millions shares of common stock for a purchase
price of $3.07 per share. As a result of this transaction, the Company received
cash proceeds of approximately $3,850,000, net of related expenses. In
connection with this transaction, the senior lender agreed to amend the Loan
Agreement and such amendment included a waiver of all prior events of
noncompliance resulting from the Company's financial condition.
Based upon its most recent forecast and outlook for the remainder of
the fiscal year ended January 31, 1997, management is of the opinion that the
Company will have sufficient funds available to it to meet its obligations and
to continue operating as a going-concern.
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.
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.
-3-
<PAGE>
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 October 31, 1998.
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 the expectations of public market analysts and
investors. Such an event could have a material adverse effect on the price of
the Common Stock.
-4-
<PAGE>
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.
Pledge of Company's Assets.
- --------------------------
The Company has a revolving credit facility from Congress Financial
Corporation whereby borrowings are available up to $12,000,000. This facility is
secured by a pledge of essentially all of the Company's assets. The credit
facility restricts, among other things, the ability of the Company to obtain
additional borrowings. In the event of default the lender would be entitled to
foreclose and take title to these assets.
-5-
<PAGE>
Lack of Dividends.
-----------------
The Company has not paid any dividends on its common stock since
inception and does not intend to pay any dividends to its shareholders
in the foreseeable future. The Company currently intends to reinvest
its earnings, if any, in the development and expansion of its business.
Litigation.
----------
On February 14, 1995, Upper Deck Authenticated, Ltd. ("UDA") filed
suit against the Company and three unaffiliated entities in the United
States District Court for the Southern District of California alleging,
inter alia, that the Company had engaged in unfair competition and
violated UDA's right to use the indicia of certain athletes on sports
memorabilia and collectibles. The Company has responded to UDA's suit
by denying all wrongdoing and filing its own claims against UDA, Upper
Deck Company and their President, charging them with unfair
competition, defamation and tortious interference with current and
prospective contractual relations. Discovery in this matter is ongoing.
The Company provided a $500,000 reserve at January 31, 1996 for
estimated legal fees related to this suit, as management plans to
vigorously defend these actions.
In August 1996, a purported class action was filed against the Company
alleging, inter alia, that the practice of randomly inserting chase
cards in packages of trading cards, constitutes illegal gambling
activity in violation of state and federal law, including the Racketeer
Influenced and Corrupt Organization Act. Plaintiffs seek certification
of a class of persons who, within the applicable statute of
limitations, purchased packages of the Company's trading cards that
might contain randomly inserted chase cards. The Company has filed a
motion to dismiss the suit.
Shares Eligible for Future Sale.
-------------------------------
Sales of the Company's common stock in the public market could
adversely affect the market price of the Company's common stock and
could-impair the Company's future ability to raise capital through the
sale of equity securities. The Company has as of December 2, 1996,
14,694,337 shares of its common stock outstanding. All of these shares
are available for resale in the public market except for 2,072,067
shares owned by affiliates which may be resold under Rule 144 under the
Securities Act of 1933. In addition to the 4,320,000 shares covered by
this Registration Statement, the Company has a pending Registration
Statement covering 200,000 shares of common stock. As of November 30,
1996, the Company has outstanding options to purchase 866,000 shares of
its common stock under its Employee Stock Option Plan. At a
shareholders meeting to be held on January 28, 1997, the shareholders
will vote on a proposal to increase the shares authorized to be issued
under this Plan by 650,000 shares. The Company also has outstanding
options to purchase 370,000 of its common stock under its Directors
Stock Option Plan. At the shareholders meeting, the shareholders will
vote on a proposal to increase the shares authorized to be issued under
this Plan by 400,000 shares. Registration Statements are currently in
effect allowing shares to be publicly sold upon the exercise of options
issued under the above Plans. It is contemplated that the Company will
amend these Registration Statements to cover additional shares if the
proposed increases are approved by the shareholders.
Personal Service Contracts
--------------------------
The Company routinely enters into personal service contracts for
athletes. These contracts provide primarily for athletes to sign
various items and may include personal appearances. These contracts
typically are for one to two years but some may extend for much greater
periods. As of December 1, 1996 the Company had approximately
$10,000,000 of commitments under these contracts. There is to be no
assurance that the Company will be fully able to utilize the athletes'
services for which the Company is committed to pay under these personal
service contracts.
USE OF PROCEEDS
Score Board will not receive any proceeds from the sale of the Shares
by the Selling Stockholders. Score Board will receive the proceeds from the
issuance of Shares to the Selling Stockholders upon exercise of certain
warrants, which will be used for general working capital purposes.
-6-
<PAGE>
SELLING STOCKHOLDERS
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 Stockholders and as adjusted to give effect to the sale of the
Shares offered hereby. A description of the transactions under which the Selling
Stockholders received the Common Stock being registered herein is set forth in
the footnotes to the table below. The Shares are being registered to permit
public secondary trading in the Shares and the Selling Stockholders may offer
the Shares for resale from time to time. See "Plan of Distribution."
Score Board will receive the proceeds from the issuance of Shares to
the Selling Stockholders upon exercise of certain warrants which will be used
for general working capital purposes.
<TABLE>
<CAPTION>
# of Shares # of Shares # of Shares % of Shares
Name of Owned Before Being Offered Owned After Owned After
Selling Stockholder the Offering/(1)/ for Sale the Offering the Offering
- --------------------------------------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Technology Leaders 1,487,472 1,487,472 0 0
Offshore II C.V./(1)/ /(2)/.................
Technology Leaders II L.P./(2)/............. 1,872,528 1,872,528 0 0
Ira Lubert/(3)/............................. 160,000 160,000 0 0
Johnathan Lubert Trust /(4)/................ 144,000 144,000 0 0
Kristine Lubert Trust/(5)/.................. 144,000 144,000 0 0
The Outsourcing Partnership, L.L.C./(6)/.... 28,000 28,000 0 0
Dean Adler/(7)/............................. 84,000 84,000 0 0
New Valu, Inc./(8)/......................... 80,000 80,000 0 0
Milton Koffman/(9)/......................... 150,500 80,000 70,500 *
Burton I. Koffman/(10)/..................... 85,000 80,000 5,000 *
Robert A. Fox/(11)/......................... 80,000 80,000 0 0
Ronald Rubin/(12)/.......................... 80,000 80,000 0 0
--------------- --------------- --------------- --------------
Total: ............................. 4,320,000 4,320,000 75,500 -0-
</TABLE>
- ---------------------
* Less than 1%
/(1)/ Technology Leaders Offshore II C.V. ("TLO II") purchased 531,240 shares
and warrants to purchase 956,232 shares of the Company's Common Stock
in a private placement offering which took place in November 1996. All
of the shares were issued at a price of $2.48 per share, and all of the
warrants are exercisable at a price of $3.07 per share. The warrants
are issued in series and are exercisable at any time or from time to
time until their expiration at varying times from November 4, 2001 to
November 4, 2006 and all remain outstanding.
/(2)/ Technology Leaders II L.P. ("TL II") purchased 668,760 shares and
warrants to purchase 1,203,768 shares of the Company's Common Stock in
a private placement offering which took place in November 1996. All of
the shares were issued at a price of $2.48 per share, and all of the
warrants are exercisable at a price of $3.07 per share. The warrants
are issued in series and are exercisable at any time or from time to
time until their expiration at varying times from November 4, 2001 to
-7-
<PAGE>
November 4, 2006 and all remain outstanding. Technology Leaders II
Management L.P. ("TLM II") is the sole general partner of TL II and a
co-general partner of TLO II. TL II and TLO II are venture capital
funds which are required by their governing documents to make all
investment, voting and disposition actions in tandem. TLM II has sole
authority and responsibility for all investment, voting and disposition
decisions for TL II and TLO II, which powers are exercised through its
eleven- person executive committee, by whose decisions the general
partner has agreed to be bound. As a result of TLM II's investment
control over all of the Issuer's common stock held by TL II and TLO II,
TLM II may be deemed to beneficially own all of the Shares beneficially
owned by TL II and TLO II. TLM II disclaims beneficial ownership of all
such Shares except to the extent of its proportionate pecuniary
interest therein.
/(3)/ Ira Lubert purchased 160,000 shares of the Company's Common Stock in a
private placement offering which took place in November 1996, at a
price of $2.48 per share. Pursuant to the terms of the private
placement offering, Mr. Lubert was elected a director of the Company.
/(4)/ Johnathan Lubert Trust purchased warrants to purchase 144,000 shares of
the Company's Common Stock in a private placement which took place in
November 1996, with an exercise price of $3.07 per share. The warrants
are issued in series and are exercisable at any time or from time to
time until their expiration at varying times from November 4, 2001 to
November 4, 2006 and all remain outstanding.
/(5)/ Kristine Lubert Trust purchased warrants to purchase 144,000 shares of
the Company's Common Stock in a private placement which took place in
November 1996, with an exercise price of $3.07 per share. The warrants
are issued in series and are exercisable at any time or from time to
time until their expiration at varying times from November 4, 2001 to
November 4, 2006 and all remain outstanding.
/(6)/ The Outsourcing Partnership, L.L.C. purchased 10,000 shares and
warrants to purchase 18,000 shares of the Company's Common Stock in a
private placement offering which took place in November 1996. All of
the shares were issued at a price of $2.48 per share, and all of the
warrants are exercisable at a price of $3.07 per share. The warrants
are issued in series and are exercisable at any time or from time to
time until their expiration at varying times from November 4, 2001 to
November 4, 2006 and all remain outstanding.
/(7)/ Dean Adler purchased 30,000 shares and warrants to purchase 54,000
shares of the Company's Common Stock in a private placement offering
which took place in November 1996. All of the shares were issued at a
price of $2.48 per share, and all of the warrants are exercisable at a
price of $3.07 per share. The warrants are issued in series and are
exercisable at any time or from time to time until their expiration at
varying times from November 4, 2001 to November 4, 2006 and all remain
outstanding.
/(8)/ New Valu, Inc. purchased 40,000 shares and warrants to purchase 40,000
shares of the Company's Common Stock in a private placement offering
which took place in November 1996. All of the shares were issued at a
price of $2.49 per share, and all of the warrants are exercisable at a
price of $3.07 per share. The warrants are exercisable at any time or
from time to time until November 4, 2001 and all remain outstanding.
/(9)/ Milton Koffman purchased 40,000 shares and warrants to purchase 40,000
shares of the Company's Common Stock in a private placement offering
which took place in November 1996. All of the shares were issued at a
price of $2.49 per share, and all of the warrants are exercisable at a
price of $3.07
-8-
<PAGE>
per share. The warrants are exercisable at any time or from time to
time until November 4, 2001 and all remain outstanding.
/(10)/ Burton I. Koffman purchased 40,000 shares and warrants to purchase
40,000 shares of the Company's Common Stock in a private placement
offering which took place in November 1996. All of the shares were
issued at a price of $2.49 per share, and all of the warrants are
exercisable at a price of $3.07 per share. The warrants are exercisable
at any time or from time to time until November 4, 2001 and all remain
outstanding.
/(11)/ Robert A. Fox purchased 40,000 shares and warrants to purchase 40,000
shares of the Company's Common Stock in a private placement offering
which took place in November 1996. All of the shares were issued at a
price of $2.49 per share, and all of the warrants are exercisable at a
price of $3.07 per share. The warrants are exercisable at any time or
from time to time until November 4, 2001 and all remain outstanding.
/(12)/ Ronald Rubin purchased 40,000 shares and warrants to purchase 40,000
shares of the Company's Common Stock in a private placement offering
which took place in November 1996. All of the shares were issued at a
price of $2.49 per share, and all of the warrants are exercisable at a
price of $3.07 per share. The warrants are exercisable at any time or
from time to time until November 4, 2001 and all remain outstanding.
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholders, or
by pledgees, donees, transferees or other successors in interest, from time to
time while the Registration Statement to which this Prospectus relates is
effective, on one or more exchanges or in over-the-counter market (including the
Nasdaq National Market of The Nasdaq Stock Market) or otherwise at prices and
terms prevailing at the time of sale, at prices and terms related to such
prevailing prices and terms, in negotiated transactions or at fixed prices. The
Selling Stockholders may choose to sell all or a portion of such Shares from
time to time in any manner described herein. The methods by which the Shares may
be sold by the Selling Stockholders include, without limitation: (i) ordinary
brokerage transactions, which may include long or short sales, (ii) transactions
which involve cross or block trades or any other transactions permitted by the
exchange or over-the-counter market on which the Shares are traded, (iii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus, (iv) "at the market" to or through
market makers or into an existing market for the Common Stock, (v) in other ways
not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents, (vi) through transactions
in options or swaps or other derivatives (whether exchange-listed or otherwise),
or (vii) any combinations of any such methods of sale. In addition, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
Shares in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also sell Shares short and deliver
the Shares registered hereby at any time to close out such short positions,
provided such short sales were effected pursuant to this Prospectus. The Selling
Stockholders may also enter into option or other transactions with broker-
dealers which require the delivery to such broker-dealers of the Shares offered
hereby, which Shares such broker-dealers may resell pursuant to this Prospectus.
In effecting sales, brokers and dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Stockholders to
sell a specified number of Shares at a stipulated price per share, and, to the
extent such a broker or dealer is unable to do so acting as agent for the
Selling Stockholders, may purchase as principal any unsold Shares at the price
required to fulfill such broker or dealer commitment to the Selling
Stockholders. Brokers or dealers who acquire Shares as principals may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other brokers
or dealers, including transactions of the nature described above) in the over-
the-counter market, in negotiated transactions or otherwise, at market prices
and terms prevailing at the time of sale, at prices and terms related to such
prevailing prices and terms, in negotiated transactions or at fixed prices, and
in connection with the methods as described above. The Shares held by the
Selling Stockholders may also be sold hereunder by brokers, dealers, banks or
other persons or entities who receive such Shares as a pledgee or the Selling
Stockholders. The Selling Stockholders and brokers and dealers through whom
sales of Shares may be effected may be deemed to be "underwriters," as defined
under the Securities Act of 1933, as amended (the "Securities Act"), and any
profits realized by them in connection with the sale of the Shares may be
considered to be underwriting compensation.
The Registration Rights Agreement between the Company and the Selling
Stockholders, dated as of November 5, 1996, provides that the Company and the
Selling Stockholder will indemnify each other against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the other may be required to make in respect thereof.
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) the date which is two months after the
date that all the Warrants have been exercised or expired, and
-10-
<PAGE>
(iii) the date on which the Shares are eligible for sale by the Selling
Stockholders pursuant to Rule 144(k), as amended under the Securities Act.
Score Board shall pay all fees and expenses related to this offering.
Score Board will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders. Score Board will receive the proceeds from the
issuance of Shares to the Selling Stockholders upon exercise of certain
warrants, which will be used for general working capital purposes.
Score Board has agreed to indemnify the Selling Stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. The Selling Stockholders have 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.
LEGAL MATTERS
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 Stockholders hereby are legally issued, fully paid and
non-assessable and that the warrant shares, when issued in accordance with their
terms will be 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
Anderson 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.
-11-
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by Score Board or the Selling
Stockholders. 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, 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.
---------------
TABLE OF CONTENTS
Page
----
Available Information...................................
Incorporation of Documents
by Reference.........................................
The Company.............................................
Risk Factors............................................
Use of Proceeds.........................................
Selling Stockholders....................................
Plan of Distribution....................................
Legal Matters...........................................
Experts.................................................
4,320,000 Shares
THE SCORE BOARD, INC.
Common Stock
---------------
PROSPECTUS
----------
---------------
January , 1997
--
================================================================================
<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.
Securities and Exchange Commission Registration $ 3,436.36
Fee................................................
Legal Fees and Expenses............................ 5,000.00
Accounting Fees and Expenses....................... 2,000.00
Miscellaneous...................................... 563.64
----------------------
Total..................................... $11,000.00
======================
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.
II-i
<PAGE>
Score Board also has a policy insuring its directors and officers against
certain liabilities, including liabilities under the Act.
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).
II-ii
<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.
(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
II-iii
<PAGE>
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-iv
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Cherry Hill, New Jersey, on the date indicated.
THE SCORE BOARD, INC.
Date: January 15, 1997 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 date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- -------------------------------------------- ------------------------------------- ----------------------------
<S> <C> <C>
/s/ Kenneth Goldin Chief Executive Officer, January 15, 1997
- ------------------------------------------- President, and Chairman of the
Kenneth Goldin Board of Directors (principal
executive officer)
/s/ Michael D. Hoppman Chief Financial Officer and Sr. January 15, 1997
- ------------------------------------------- Vice President-Finance and
Micahel D. Hoppman Operations (principal financial
officer)
/s/ Ira M. Lubert Director January 15, 1997
- -------------------------------------------
Ira M. Lubert
/s/ Allan R. Lyons Director January 15, 1997
- -------------------------------------------
Allan R. Lyons
/s/ Fred A. Shabel Director January 15, 1997
- -------------------------------------------
Fred A. Shabel
/s/ Gerald B. Shreiber Director January 15, 1997
- -------------------------------------------
Gerald B. Shreiber
/s/ Richard C Yancey
- -------------------------------------------
Richard C. Yancey Director January 15, 1997
* by: /s/ Patrick J. Wujcik
- -------------------------------------------
Patrick J. Wujcik
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DOCUMENT
------ --------
<S> <C>
5.1 Opinion of Blank Rome Comisky & McCauley*
23.1 Consent of Arthur Anderson 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).*
</TABLE>
* Previously filed
<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.,
November 26, 1996
<PAGE>
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
The Score Board, Inc.
Cherry Hill, New Jersey
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
November 26, 1996
