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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January, 1997
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REGISTRATION NO. 333-16171
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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)
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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.)
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(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
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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. [_]
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.
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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.
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SEC registration fee.......... $ 181.03
Legal fees and expenses....... 5,000.00
Accounting fees and expenses.. 3,500.00
Miscellaneous................. 1,318.97
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Total..................... $10,000.00
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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
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ITEM 16. EXHIBITS
NUMBER DOCUMENT
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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
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(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
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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
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KENNETH GOLDIN,
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AMENDMENT NO. 1 TO
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE CAPACITY DATE
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s/ Kenneth Goldin Chief Executive Officer, January 15, 1997
- ----------------------------------------- President, and Chairman
KENNETH GOLDIN of the Board of Directors
(principal executive officer)
s/ Michael D. Hoppman Chief Financial Officer and January 15, 1997
- ----------------------------------------- Sr. Vice President-Finance and Operations
MICHAEL D. HOPPMAN (principal financial officer)
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
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GERALD B. SHREIBER
s/ Richard C. Yancey* Director January 15, 1997
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RICHARD C. YANCEY
* by: /s/ Patrick J. Wujcik
- -----------------------------------------
Patrick J. Wujcik
Attorney-in-Fact
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EXHIBIT INDEX
NUMBER DOCUMENT
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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)*
* Previously filed
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EXHIBIT 23.1
ARTHUR ANDERSEN LLP
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. 2 thereto for the
year ended January 31, 1996, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
January 15, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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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
January 15, 1997
