As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRINCETON MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada 98-0082860
(State or other jurisdiction (I.R.S. Employer
or incorporation or organization) Identification Number)
214 Brazilian Avenue, Suite 300
Palm Beach, FL 33480
(561) 659-0121
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James J. McNamara
Chairman, Princeton Media Group, Inc.
214 Brazilian Avenue, Suite 300
Palm Beach, FL 33480
(561) 659-0121
(Name and address of agent for service)
Copies of all communications, including all communications
sent to the agent for service should be sent to:
Julia K. O'Neill, Esq.
Fleming & O'Neill, P.C.
255 Washington Street, Suite 200
Newton, MA 02158
(617) 965-8990
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed
Title of Each Class of to be Maximum Maximum Amount of
Securities to be regis- Offering Aggregate Registra-
Registered tered Price Per Offering tion Fee
Share Price
Common Stock, no par 1,000,000 $4.50 (1) $4,500,000 $1363.64
value
Common Stock, no par 3,000,000 $3.00 $9,000,000 $2727.27
value, issuable upon
exercise of stock
options
(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(h), the offering price and registration fee are computed on the
basis of the average of the high and low sale prices reported for the common
stock of the registrant on the Nasdaq on March 20, 1997, which was $4.50
per share.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated in this Registration Statement by
reference:
a. Princeton Media Group, Inc.'s (the "Company") latest annual
report, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act").
b. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (a) above.
c. The description of the Company's Common Stock contained in the
Company's Form 10, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paragraphs 5, 19, 20 and 21 of the Registrant's By-Laws provide as
follows:
"19. Except as otherwise provided in the Ontario Business Corporations
Act, no director or officer for the time being of the Corporation shall be
liable for the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipt or act for conformity or for
any loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency or deficiency of
any security in or upon which any of the moneys of or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation with whom or which any moneys, securities or effects shall be lodged
or deposited or for any loss, conversion, misapplication or misappropriation of
or any damage resulting from any dealings with any moneys, securities or other
assets belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to exercise the powers and to discharge the duties of this
office honestly and in good faith with a view to the best interests of the
Corporation and in connection therewith to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances. The directors for the time being of the Corporation shall not be
under any duty or responsibility in respect of any contract, act or transaction
whether or not made, done or entered into in the name or on behalf of the
Corporation, except such as shall have been submitted to and authorized or
approved by the board of directors. If any director or officer of the
Corporation shall be employed by or shall be a member of a firm or a
shareholder, director or officer of a company which is employed by or performs
services for the Corporation, the fact of his being a director or officer of the
Corporation shall not disentitle such director or officer of such firm or
company, as the case may be, from receiving proper remuneration for such
services.
INDEMNITIES TO DIRECTORS AND OFFICERS
20. Subject to Section 136 of the Ontario Business Corporations Act,
every director and officer of the Corporation and his heirs, executors,
administrators and other legal personal representatives shall from time to time
be indemnified and saved harmless by the Corporation from and against:
(a) any liability and all costs, charges and expenses that he
sustains or incurs in respect of any action, suit or proceeding that is
proposed or commenced against him for or in respect of anything done or
permitted by him in respect of the execution of the duties of his office;
and
(b) all other costs, charges and expenses that he sustains or
incurs in respect of the affairs of the Corporation.
The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires.
INSURANCE
21. The Corporation may purchase and maintain insurance for the benefit
of any person referred to in paragraph 20 of this by-law against such
liabilities and in such amounts as the board may from time to time determine and
are permitted by the Act.
Section 136 of the Ontario Business Corporation Act provides as follows:
(1) Indemnification of directors - A Corporation may indemnify a
director or officer of the corporation, a former director or officer of the
corporation or a person who acts or acted at the corporation's request as a
director or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his or her heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made a
party by reason of being or having been a director or officer of such
corporation or body corporate, if:
(a) he or she acted honestly and in good faith with a view to the
best interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he or she had
reasonable grounds for believing that his or her conduct was lawful.
(2) Idem - A corporation may, with the approval of the court, indemnify
a person referred to in subsection (1) in respect of an action by or on behalf
of the corporation or body corporate to procure a judgment in its favour, to
which he or she is made a party by reason of being or having been a director or
an officer of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by him or her in connection with such action if he
or she fulfils the conditions set out in clauses (1)(a) and (b).
(3) Idem - Despite anything to this section, a person referred to in
subsection (1) is entitled to indemnity from the corporation in respect of all
costs, charges and expenses reasonably incurred by him in connection with the
defence of any civil, criminal or administrative action or proceeding to which
he or she is made a party by reason of being or having been a director or
officer of the corporation or body corporate, if the person seeking indemnity,
(a) was substantially successful on the merits in his or her
defence of the action or proceeding; and
(b) fulfills the conditions set out in clauses (1)(a) and (b).
(4) Liability Insurance - A corporation my purchase and maintain
insurance for the benefit of any person referred to in subsection (1) against
any liability incurred by the person:
(a) in his or her capacity as a director or officer of the
corporation, except where the liability relates to the person's failure to
act honestly and in good faith with a view to the best interests of the
corporation; or
(b) in his or her capacity as a director or officer of another
body corporate where the person acts or acted in that capacity at the
corporation's request, except where the liability relates to his or her
failure to act honestly and in good faith with a view to the best
interests of the body corporate.
(5) Application to Court - A corporation or a person referred to in
subsection (1) may apply to the court for an order approving an indemnity under
this section and the court may so order and make any further order it thinks
fit.
(6) Idem - Upon an application under subsection (5), the court may order
notice to be given to any interested person and such person is entitled to
appear and be heard in person or by counsel.
The Company does not currently provide its directors and officers with
liability insurance. "
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendments to this Registration Statement
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(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) shall not
apply to information required to be included in a post-effective amendment by
those paragraphs which is contained in periodic reports filed by the registrant
pursuant to section 13 of section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Beach, Florida, on the 25th day of March, 1997.
Princeton Media Group, Inc.
By: /s/ James J. McNamara
James J. McNamara, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Name and Title Date
/s/ James J. McNamara James J. McNamara, Chairman March 25, 1997
/s/ Robert F. Kendall Robert F. Kendall, Chief Financial March 25, 1997
Officer, Treasurer, and Secretary
/s/ Joel Leshinsky Joel Leshinsky, Director March 25, 1997
Item 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
5.1 Opinion of Armstrong, Dunne regarding legality of securities being
registered.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Armstrong, Dunne (included as part of Exhibit 5.1).
EXHIBIT 5.1
ARMSTRONG, DUNNE
BARRISTERS AND SOLICITORS
SUITE 1400
141 ADELAIDE STREET WEST
TORONTO, ONTARIO M5H 3L5
CANADA
(416) 868-0180
March 21, 1997
Princeton Media Group, Inc.
214 Brazilian Avenue
Suite 300
Palm Beach, FL 33480
Dear Sirs:
We have acted as counsel for Princeton Media Group, Inc., an
Ontario, Canada corporation (the "Company") in connection with the authorization
and proposed issuance of shares of common stock (the "Common Stock") which are
being registered for issuance pursuant to a Form S-8 Registration Statement
being filed on or about this date. This opinion is being furnished in
connection with said Form S-8.
We have made such examination of the corporate records of the Company
and applicable laws as we have considered necessary or appropriate in the
circumstances.
For the purposes of our opinion, we have assumed that none of the
shareholders of the Company hold pre-emptive rights, that all shares to be
issued have been duly authorized by valid resolution of the board of directors
of the Company and that prior to the issuance thereof, the consideration for the
shares was fully paid.
Subject to the foregoing, we are of the opinion that the shares of
the Company's Common Stock when paid for and issued as aforesaid, will be
validly issued, fully paid and nonassessable, with no personal liability
attaching to the ownership thereof. We hereby consent to the filing of this
opinion with the Securities and Exchange Commission as an exhibit to the Form S-
8.
Very truly yours,
/s/ Armstrong, Dunne
Armstrong, Dunne
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Princeton Media Group, Inc.
Palm Beach, Florida
We hereby consent to the incorporation by reference in the Registration
Statement constituting a part of this Form S-8 of our report dated March 19,
1996, on our audit of the consolidated financial statements of Princeton Media
Group, Inc. and Subsidiaries (formerly DeNovo Corporation and Subsidiaries) as
of December 31, 1995 and 1994 and for the years ended December 31, 1995 and 1994
appearing in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995. Our report contains an explanatory paragraph regarding
uncertainties related to the Company's ability to continue as a going concern.
We also consent to the reference to our firm under the caption "Experts" in the
Registration Statement.
/s/ Coopers & Lybrand
Coopers & Lybrand
West Palm Beach, Florida
March 5, 1997
