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As filed with the Securities and Exchange Commission on January __, 1997
Registration No. 333-17153
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 To
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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. [_]
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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.
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
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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.
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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
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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
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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
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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, 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
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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
<PAGE>
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
