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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-18050
STONE MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 87-0447213
(State of Incorporation) (I.R.S. Employer Identification Number)
634 Preston Royal, Suite 214, Dallas, Texas 75230
(Address of Principal Executive Offices, including zip code)
STONEMEDIA 1996 SPECIAL EMPLOYEE AND CONSULTANT BENEFIT PLAN
(Full Title of Plan)
Robert Kincaid, Chief Operating Officer, Stone Media Corporation
634 Preston Royal, Suite 214, Dallas, Texas 75230
(214) 361-2094
(Name, Address, and Telephone Number of Including Area Code)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
TITLE OF Proposed Proposed
SECURITIES AMOUNT Maximum Maximum Amount of
TO BE TO BE Offering Price Aggregate Registration
REGISTERED REGISTERED Per Share (1) Offering Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $0.50 $500,000 $145
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculation pursuant to Rule 457(c).
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
(a) Registrant's latest Annual Report on Form 10-K for the fiscal
year ended June 30, 1996.
(b) Registrant"s latest Quarterly Report on Form 10-Q for the quarter
ended October 31, 1995.
(c) Registrant's Current Report on Form 8-K filed of dated January 9,
1997.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is Registrant's $0.001 par value
common stock which is described in registrant's registration statement filed
with respect thereto pursuant to Section 12 of the Securities Exchange Act of
1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation provide that its directors
and officers are required to be indemnified as of right to the fullest extent
permitted under the Colorado Business corporation Act (the "CBCA"), in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
Registrant, a subsidiary or otherwise) in which a director or officer is a
witness or which is brought against a director of officer in his or here
capacity as a director, officer, employee, agent or fiduciary of Registrant or
any corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which the director or officer was serving at the request of
Registrant. Persons who are not directors or officers of registrant may be
similarly indemnified in respect of said service to the extent authorized by
the board of directors of Registrant. Under the CBCA, directors officers,
employees or agents are entitled to indemnification against expenses (including
attorney fees) whenever they successfully defend legal proceedings brought
against them by reason of the fact that they hold such a position with
Registrant. In addition, with respect to actions not brought by or in the
right of the corporation, indemnification is permitted under the CBCA for
expenses (including attorney fees), judgment, fines, penalties and reasonable
settlements, if it is determined that the person seeking indemnification acted
in a good faith and in a manner he or she reasonably to be in and not opposed
to the best interest of Registrant or its shareholders and with respect to
criminal proceedings he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right
of Registrant, indemnification is permitted under the CBCA for expenses
(including attorney fees). With respect to actions brought by or in the right
of Registrant , if it is determined that the person seeking indemnification
acted in good faith and in a manner he or she reasonably believed to be in and
not opposed to the best interest of the corporation or tits shareholder,
indemnification is permitted: provided, indemnification is not permitted if the
person is found liable to the corporation, unless the court in which the action
or suit was brought has determined that the indemnification is fair and
reasonable in view of tall the circumstances of the case.
The CBCA and Registrant's Articles of Incorporation also authorize
Registrant to provide indemnification broader then that set forth in the CBCA
and the Articles. Pursuant to this authority Registrant has agreed to
indemnify its officers, directors employees and agents to the fullest extent
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permitted by law irrespective of the kind of claim or outcome. Registrant is
not liable under the agreements where the claim involved intentional
misconduct, a knowing violation of law or an improper personal benefit to the
indemnitee the claim involved certain unlawful disbursement of corporate funds
other assets, or other assets, the claim involved a violation of Section 16(b)
of the Exchange Act, or other similar provision of state law or where
indemnification is otherwise prohibited by law.
Bylaws and the Colorado corporation statutes provide for the
indemnification of directors and officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5 Opinion concerning the legality of securities being
registered.
10 StoneMedia Employee Benefit Plan
23 Consent of Panipinto & Associates, Attorneys at Law
ITEM 9. Undertakings.
The Registrant hereby undertakes pursuant to Rule 512:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement: 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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each 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; and (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) For the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) and Section 15(b) 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 the time shall be deemed to be the initial bona
fide offering thereof.
(c) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors officers, and controlling
persons of the Registrant pursuant to Articles of Incorporation, bylaws or
statute, or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore,
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unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or paid
by a director officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities be registered,
the Registrant 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 int he Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
hereunto duly authorized.
STONE MEDIA CORPORATION,
a Colorado corporation
/s/ TOMMY STONE
-------------------------------------
Tommy Stone, President and Director
Dated 01/07/97
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been duly signed by the following persons in the capacities and on
the date indicated.
/s/ TOMMY STONE /s/ RICHARD KINCAID
- ----------------------------------- -------------------------------------
Tommy Stone, President and Director Richard Kincaid, Treasurer and Acting
Dated: 01/07/97 Chief Financial Officer
Dated: 01/06/97
/s/ ROBERT KINCAID /s/ JOSEPH F. COUGHLIN
- ----------------------------------- -------------------------------------
Robert Kincaid, Chief Operating Joseph F. Coughlin, Director
Officer and Director Dated: 01/06/97
Dated: 01/06/97
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/s/ JAMES J. ROACH /s/ ELBERT G. TINDELL
- ------------------------------- ------------------------------------
James J. Roach, Director Elbert G. Tindell, Chairman and
Dated: 01/06/97 Chief Executive Officer
Dated: 01/07/97
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion concerning the legality of securities being registered.
10 StoneMedia Employee Benefit Plan
23 Consent of Panipinto & Associates, Attorneys at Law
</TABLE>
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EXHIBIT 5
PANIPINTO & ASSOCIATES
10440 N. Central Expwy., Ste. 1440
Dallas, TX 75231
214-890-6488
Fax: 214-368-3415
January 7, 1997
Stone Media Corporation
634 Preston Royal, Suite 214
Dallas, Texas 75230
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement, on Form
S-8 together with exhibits thereto, to be filed by you relating to the
registration of 1,000,000 shares of common stock, $0.001 par value per share
(the "COMMON STOCK"), issuable by Stone Media Corporation, a Colorado
corporation (the "COMPANY") in connection with its 1996 Special Employee and
Consultants Benefit Plan (the "PLAN"). We are familiar with the proceedings
taken and to be taken by the Company in connection with the issuance of shares
of Common Stock under the Plan and the authorization of such issuance
thereunder, and have examined such documents and such questions of law and fact
as we have deemed necessary in order to express the opinion hereinafter stated.
Based on the foregoing, it is our opinion that the shares of Common
Stock of the Company to be issued pursuant to the Plan have been duly
authorized, and that such Common Stock when issued in accordance with the terms
of the plan will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement.
Very truly yours,
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EXHIBIT 10
1996 Employee and Consultants Stock Benefit Plan to be applied for the
following purposes:
Directors Compensation. Each person serving as a Director of
the Corporation as of November 15, 1996, shall receive as
consideration for his service on the Board of Directors fifty thousand
(50,000) shares of the Corporation's Common Stock.
Officer's Compensation. In consideration for his serving as
Treasurer of the Corporation, Richard Kincaid shall receive fifty
thousand (50,000) shares of the Corporation's Common Stock
Management's Compensation. In consideration for his diligent
service to the Corporation as President of Epoch Communications
Corporation, and in further consideration for his previously having
transferred, on or about September 15, 1996, 19,600 shares of the
Corporation's Common Stock registered in his name to First London
Securities, the proceeds of which transfer were applied for the
benefit of the Corporation, Robert E. Horstman shall receive 39,200
shares of the Corporation's Common Stock.
Designated Consultant's Compensation. In consideration of the
face value of services rendered by Strategic Advisory Services, Inc.
under its agreements with the Corporation, Strategic Advisory
Services, Inc. shall receive 236,945 shares of the Corporation's
Common Stock.
Discretionary Compensation. There shall be reserved 200,000
shares of the Corporation's Common Stock for issuance to key employees
(other than officers and directors) of the Corporation. Up to fifteen
thousand (15,000) shares may be issued to any key employee upon the
recommendation of management and with the prior approval of the
Compensation Committee. If the aggregate number of shares proposed to
be issued to any key employee under the plan shall exceed fifteen
thousand (15,000) shares, then such issuance shall be approved in
advance by the Board of Directors.
Other. The balance of said shares shall be used for compensation of
consultants as shall from time to time be determined by the Chairman
and the Chief Operating Officer of the Company.
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EXHIBIT 23
PANIPINTO & ASSOCIATES
10440 N. Central Expwy., Ste. 1440
Dallas, TX 75231
214-890-6488
Fax: 214-368-3415
January 7, 1997
Stone Media Corporation
634 Preston Royal, Suite 214
Dallas, Texas 75230
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement, on Form
S-8 together with exhibits thereto, to be filed by you relating to the
registration of 1,000,000 shares of common stock, $.01 par value per share (the
"COMMON STOCK"), issuable by Stone Media Corporation, a Colorado corporation
(the "COMPANY") in connection with its 1996 Special Employee and Consultants
Benefit Plan (the "PLAN"). We hereby consent to the filing of our legal
opinion as Exhibit 5 to the above-referenced Registration Statement.
Very truly yours,
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