As filed with the Securities and
Exchange Commission, May 14, 1996.
Securities Act File No. 33-31205
Exchange Act File No. 0-18034
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
INDENET, INC.
(Formerly Independent TeleMedia Group, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 68-0158367
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
1640 North Gower Street
Los Angeles, California 90028
(213) 466-6388
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive
Offices)
_____________________
RICHARD J. PARENT, Chief Financial Officer
INDENET, INC.
1640 North Gower Street
Los Angeles, California 90028
(213) 466-6388
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
____________________
Copies of Communications to:
Roger V. Davidson, Esq.
Cohen Brame & Smith
Professional Corporation
1700 Lincoln Street, Suite 1800
Denver, Colorado 80203
(303) 837-8800
Approximate date of commencement of proposed sale to public:
As soon as practicable after the registration statement becomes
effective
__________________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest investment plans,
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]
Title of each Class of Common Stock, $0.001 par value
Securities being Registered
Amount being 1,433,030 Shs.
Registered
Proposed $5.50 (1)(2)
Maximum Offering
Price Per Share
Proposed Maximum $7,881,665
Aggregate Offering
Price
Amount of $2,718.00
Registration Fee
Total. . . . . . . . $2,718.00
(1) Closing price on the Nasdaq Stock Market on February 21,
1996.
(2) Estimated solely for the purpose of determining the
registration fee and calculated pursuant to Rule 457(a). No
separate registration fee is required for the warrants
pursuant to Rule 457(g).
(3) This registration statement covers an additional
indeterminate number of shares of common stock which may be
issued in accordance with Rule 416.
_____________________
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.
PROSPECTUS
SELLING SHAREHOLDER OFFERING
IndeNet, Inc.
$.001 Par Value Common Stock
The Company has registered for offer and sale, on behalf
of certain of its security holders, a total of 300,000 shares.
These shares underlie outstanding Options. (See: "Selling
Shareholders".) The first 60,000 Options are exercisable at
$2.50, for one share of the Common Stock, par value $0.001
per share; the second 60,000 Options are exercisable at $2.75,
for one share of the Common Stock, par value $0.001 per share;
the third 60,000 Options are exercisable at $3.00, for one share
of the Common Stock, par value $0.001 per share; the fourth
60,000 Options are exercisable at $3.25, for one share of the
Common Stock, par value $0.001 per share; and the last 60,000
Options are exercisable at $3.50, for one share of the Common
Stock, par value $0.001 per share, beginning immediately, and
terminating six (6) months after the date of this prospectus.
Also being registered hereby are 33,030 shares which were
issued to minority shareholders of Mediatech in the Mediatech
acquisition which occurred in February, 1995 and up to 1,100,000
shares, 224,795 which are actually issued and the balance of
which are reserved for issuance upon the conversion of a
$3,000,000 promissory note in the name of GFL Performance Fund
Ltd. ("GFL"). The conversion rights include principal and any
accrued interest and the conversion ratio is based on 82% of
the closing bid price of INDE's shares on Nasdaq for the
five days preceding the day notice of conversion is given
(subject to certain adjustments). (See "Recent Developments.")
The shares offered hereby are being sold for the accounts of
these certain shareholders (the "Selling Shareholders") and
the Company will not receive any proceeds from the sale
of shares by the Selling Shareholders. The Company has
agreed to indemnify GFL against certain liabilities, including
certain liabilities under the Securities Act of 1933, and, to
the extent any indemnification by an indemnifying party is
prohibited or limited by law, the Company has agreed to
make the maximum contribution with respect to any
amounts for which it would otherwise be liable under
such indemnification provision to the fullest extent
permitted by law. (See: "Plan of Distribution".)
The Common Stock is traded on the Nasdaq Stock Market
("Nasdaq") under the trading symbol "INDE". The reported
closing price on Nasdaq on February 21, 1996 was
$5.50 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THERE ARE CERTAIN RISKS INVOLVED WITH THE
OWNERSHIP OF THE COMPANY'S SECURITIES, INCLUDING
RISKS RELATED TO ITS BUSINESS AND THE MARKETS
FOR ITS SECURITIES. (SEE "RISK FACTORS".)
The Company, pursuant to agreements with the Selling
Shareholders, has agreed to pay substantially all of the
expenses of any offering and sale hereunder (not including
commissions and discounts of underwriters, dealers, or agents),
estimated to be $8,000.
The Securities will be sold directly, through agents,
underwriters, or dealers as designated from time to time,
or through a combination of such methods on terms to be
determined at the time of sale, at market prices obtainable
at the time of sale or otherwise in privately negotiated
transactions at prices determined by negotiation.
The date of this Prospectus is May 14, 1996.
No dealer, salesman, or other person has been authorized
to give any information or to make any representation other
than those contained in or incorporated by reference to this
Prospectus and, if given or made, such information or
representation must not be relied upon as having been
authorized by the Company, the Selling Shareholders, or
any underwriter, dealer, or agent. Neither the delivery
of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy the
securities offered hereby by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information concerning the Company may 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;
at the Commission's Regional Office at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, Thirteenth Floor, New York, New York 10048. Copies of
such material can also be obtained upon written request addressed
to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition,
such material can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street,
Washington, DC 20006.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the
Registration Statement which may be inspected and copied in the
manner and at the sources described above. With respect to each
such agreement, instrument, or other document filed as an
exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety
by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act (file number 0-18034)
are incorporated herein by reference:
(1) Report on Form 8-K for event occurring February 3,
1995.
(2) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1994, as amended on Form 10-KSB/A-2.
(3) The Company's Quarterly Reports on Form 10-QSB for the
periods ended March 31, 1995 (as amended on Form
10-QSB/A), June 30, 1995, September 30, 1995, and
December 31, 1995.
(4) Report on Form 8-K for event occurring May 12, 1995
relative to change of year end to March 31.
(5) Report on Form 8-K for event occurring October 11,
1995.
(6) Report on Form 8-K for event occurring November 27,
1995.
(7) Report on Form 8-K for event occurring February 7,
1996 as amended on Form 8-K/A filed April 22, 1996.
(8) Report on Form 8-K for event occurring February 29,
1996.
(9) Report on Form 8-K dated May 13, 1996 as amended by
Form 8K/A dated May 14, 1996.
(10) All documents filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of
the Offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof
from the date of filing of such documents.
(11) The Company's Registration Statement on Form 8-A filed
October 12, 1989 (File No. 0-18034), as amended.
Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained in any subsequently filed
document (which is deemed to be incorporated by reference
herein) modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide, without charge, to each person to
whom a copy of this Prospectus is delivered, on the written or
oral request of such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits
thereto, unless such exhibits are specifically incorporated by
reference into the information that this Prospectus
incorporates). Written or telephone requests for such copies
should be directed to the Company's principal office: IndeNet,
Inc., 1640 North Gower Street, Los Angeles, California 90028,
(213) 466-6388.
PROSPECTUS SUMMARY
The following information is qualified in its entirety by
the detailed information and financial statements found elsewhere
in the Prospectus, the December 31, 1994 Form 10-KSB/A-2, as well
as the other documents referred to herein under "Incorporation of
Certain Documents by Reference." As used in this Prospectus, the
term "the Company" refers to IndeNet, Inc. and its subsidiaries,
unless otherwise stated or indicated by the context.
The Company
IndeNet, Inc. was originally founded as a Colorado
corporation on April 4, 1988 and was re-organized under the laws
of the State of Delaware on July 17, 1995. The Company's
operations service the media and communications industries.
Effective October 31, 1993, the Registrant sold all of its
operating assets. Management's intent was to transition into a
new line of business utilizing the proceeds from the sale.
Completion of the asset sale resulted in a company with
approximately $5.8 million in cash and notes receivable,
liabilities of approximately $1.5 million, and shareholders'
equity of $4.3 million. At December 31, 1994, the Registrant's
asset base consisted primarily of cash and promissory notes
relating to the aforementioned sale of its operating assets.
Effective February 3, 1995, the Company acquired Mediatech, Inc.,
which became the principal operating subsidiary of the Company.
On November 27, 1995, the Company acquired 66.67% of
Channelmatic, Inc. ("Channelmatic") and on February 7, 1996 it
completed the acquisition of Starcom Television Services, Inc.
("Starcom"). The Company continues to seek other business
combinations.
The Offering
Common Shares Outstanding Prior to,
the Offering and the Warrant Exercise . . . . . . .11,915,859
Outstanding Shares Offered
by Selling Shareholders. . . . . . . . . . . . . . . .257,825
(All Proceeds to Selling Shareholders)
Common Shares Underlying Promissory Note
Conversion--up to. . . . . . . . . . . . . . . . . .875,205
Shares Underlying Options . . . . . . . . . . . . .300,000
Nasdaq Stock Market Symbol . . . . . . . . . . . . . . INDE
RISK FACTORS
Risk Factors Relating to the Company and This Offering
1. Success Dependent on Management. Success of the
Company depends on the active participation of management.
While the Company has employment agreements with management,
the loss of their services could adversely affect development of
the Company's business and its likelihood of continuing
operations.
2. Competition. The Company faces substantial competition
from other businesses engaged in similar businesses with similar
products, operations and channels of distribution, many of which
competitors are well established and have significant financial
and other resources.
3. Possible Changes in Technology. Management believes
the technology of the business in which it is engaged may be
subject to change. Although the Company's sales actually
increased in the most recent fiscal year, the Company believes
that being able to deliver commercial messages and programming
in immediate digital format may be important to maintaining
sales and customers in the future.
4. Dependence on a Few Major Customers. While no
single customer represents more than 10% of IndeNet's
annual revenues, there are certain customer relationships which
are of great importance to IndeNet. Among these are
relationships with McDonald's Corporation and their agencies
- - especially Leo Burnett; Coca Cola and their agencies
- - especially McCann Erickson; King World Syndicated
Programming, Questar Home Video, TCI, Time Warner,
QPC, Prime Cable Network and Post Newsweek.
No formal contractual agreements exist with any of
these customers but they represent long term relationships
with Mediatech and have provided a substantial percentage
of Mediatech's sales over the past several years.
5. Scarcity of and Competition for Merger or Acquisition
Prospects. While INDE has consummated the acquisition of
Mediatech, Channelmatic and Starcom, it continues to seek
additional acquisitions. INDE is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of small privately financed companies. A
large number of established and well-financed entities, including
venture capital firms, have recently increased their merger and
acquisition activities. Some such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than INDE and, consequently, INDE may be at a
competitive disadvantage in identifying suitable merger or
acquisition candidates and successfully concluding a proposed
merger or acquisition.
6. Possible Change in Control and Management - Additional
Dilution. Management contemplates that a material acquisition
or merger may be completed on terms requiring the issuance of
additional INDE common shares to shareholders of a merger
candidate. While INDE's shareholders may be entitled to vote on
any such proposed merger or acquisition, under Delaware law a
shareholder vote may not be required if INDE is the surviving
corporation and the number of shares of INDE outstanding after
the acquisition/merger does not exceed by 20% the number of
shares outstanding prior to the transaction. While shareholder
approval was required and obtained in order to dispose of the
Company's operating assets in 1993, as a result of the limited
number of new shares issued in the acquisition of Mediatech,
Channelmatic and Starcom shareholder approval of those
transactions was not required. The successful completion of a
merger or acquisition may result in substantial dilution to the
percentage of common shares of INDE held by present and
prospective shareholders and may result in a change of control
of INDE. It is also likely that any such change in control may
also result in the resignation or removal of INDE's present
officers and directors or the terms of a merger agreement may
require that the officers and directors resign.
7. Public Market for INDE's Securities. Although
there presently exists a market for INDE's common stock,
there can be no assurance that such market will continue.
8. Effect of Certain Selling Shareholders' Sales. INDE
has on file an additional effective registration statement in
which it has registered, for offer and sale, 1,187,236 shares of
common stock by selling shareholders, most of whom are or were
officers and directors of INDE. The selling shareholders may
concurrently elect to sell their shares into the public market,
which could have a depressing or overhanging effect on the
market price for the securities offered by this prospectus.
Such effect could impede the exercise of INDE's common stock
purchase warrants, thus (a) depriving INDE from receiving
additional working capital from the exercise of its common stock
purchase warrants at a time when working capital might not
otherwise be available, and (b) depriving the common stock
purchase warrant holders from realizing any economic gain from
the sale of their warrants and/or underlying shares.
9. Dividends. No dividends have been paid on the Common
Stock since INDE's inception and none are contemplated at any
time in the foreseeable future.
USE OF PROCEEDS
All of the proceeds to be realized from this offering will
be paid to the Selling Shareholders. The Company will not
receive any of such proceeds.
Any net proceeds that the Company may realize from the
exercise of the Options will be used for working capital,
including the deployment of a digital distribution network.
SELLING SHAREHOLDERS
The following table shows for the Selling Shareholders,
(i) the number of Shares and Shares underlying the Options
of the Company beneficially owned by them as of February
22, 1996, (ii) the number of Shares covered by this Prospectus,
and (iii) the number of Shares to be retained after this
offering,
if any.
Woodrock
Selling Partners Peter William GFL Performance
Shareholder Inc.(2) Wouters Scheer Fund Ltd. (3)
Shares of
Common Stock
Owned Prior
to the
Offering -0- 23,580 9,450 224,795
Number of
Common Shares
Covered by This
Prospectus 300,000 23,580 9,450 1,100,000
Common Shares
Retained
Subsequent to
This Offering(1) -0- -0- -0- -0-
_________________
(1) None of the Selling Shareholders will own in excess of one
(1%) percent of the Company's outstanding shares
subsequent to the offering.
None of the Selling Shareholders named herein are,
or have ever been Officers or Directors of the Company.
Information set forth in the tables regarding the
securities owned by each Selling Shareholder is
provided to the best knowledge of the Company
based on information furnished to the Company by
the respective Selling Shareholder and/or available
to the Company through its stock transfer records.
(2) All 300,000 shares underlie options exercisable at prices
from $2.75 per share to $3.50 until six months after the
date of this prospectus.
(3) Includes 224,795 shares issued and outstanding and 875,205
shares underlying rights to convert a $3,000,000 promissory
note (including accrued interest) to stock.
RECENT DEVELOPMENTS
Effective February 7, 1996, the Company completed the
acquisition of Starcom Television Services, Inc. in an all stock
transaction. Under the terms of the agreement, approximately
1,000,000 shares of INDE's common stock are to be exchanged
for 100% of Starcom's outstanding shares and for the repayment
of certain debts owed to Starcom shareholders. At closing,
INDE issued 500,000 shares of its common stock with the
balance of the shares to be determined based on Starcom's
operating results during the period commencing January 1,
1996 through March 31, 1996. The balance of the shares
will be issued upon the completion of an audit of the
results for this three-month period and certain other
true-up provisions.
Andre Blay, an affiliate of Starcom, will serve on
INDE's board of directors for a period of three years
as part of the acquisition agreement. Additionally, INDE
has arranged and agreed to act as a guarantor on a $2,000,000
asset based credit facility for Starcom.
Starcom's core business is the delivery of syndicated
television programming and television commercials to
television stations, cable systems and other television
providers. Starcom formerly competed directly with INDE's
Chicago-based wholly-owned subsidiary Mediatech, Inc.
On February 29, 1996, the Company completed a
private placement of 224,795 shares of its common stock for
$1,000,000 and a Convertible Note ("the Note") for $3,000,000
to a single accredited institutional investor. The Note accrues
interest at a rate of 7% annually, payable quarterly in cash or
the Company's common stock at the Company's option and
has a term of two (2) years. The principal amount of the Note,
together with interest is convertible in one-hundred-eighty (180)
days at 82% of the average closing bid price for the five (5)
days immediately preceding the conversion date. The Company
shall have the right to convert all or part of the promissory
note any time after six (6) months from closing date. The Note
is redeemable by the Company in whole or in part anytime after
90 days from closing in an amount equal to 122% of the principal
balance of the Note.
On April 26, 1996, the Company completed a private placement
of 1,200 shares of its Series A preferred stock for gross
proceeds totaling $12,000,000 to 15 accredited, institutional
investors. The Series A preferred shares are not entitled to
any dividends but are convertible to common shares. One-third
of the shares purchased by each investor are convertible
commencing June 26, 1996, an additional one-third commencing
July 26, 1996 and the final one-third commencing August 25,
1996. The conversion ratio is the lesser of $7.00 per share or
85% of the average closing bid price for the five trading days
immediately preceding the date of conversion plus a number of
shares at the conversion ratio equal to 6% per annum. The
Company is obligated to register the common shares underlying
the conversion privileges within sixty days of the closing date
and certain penalties apply should it fail to accomplish that
conversion. All Series A preferred shares are automatically
converted on the 25th day of April, 1999. The Company, in an
amount equal to the above conversion ratio, has the right to
redeem the Class A preferred shares at the time it receives
notice of the shareholders' intent to convert or, at its
election, commencing on or after April 26, 1997 at a premium to
the original purchase price that declines from 130% to 115% over
a period of two years commencing April 26, 1997.
PLAN OF DISTRIBUTION
The Common Shares offered hereby may be sold by the Selling
Shareholders or by pledgees, donees, transferees or other
successors-in-interest (including sales after exercise of options
or warrants). Such sales may be made in the over-the-counter
market through the Nasdaq Stock Market, in privately negotiated
transactions, or otherwise, at prices and at terms then
prevailing, at prices related to the then current market prices
or at negotiated prices. The Common Shares may be sold by one
or more of the following methods: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the stock
as agent but may position and resell a portion of the block as
principal in order to consummate the transaction; (b) a purchase
by a broker or dealer as principal, and the resale by such
broker or dealer for its account pursuant to this Prospectus,
including resale to another broker or dealer; or (c) ordinary
brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers
engaged by a Selling Shareholder may arrange for other brokers or
dealers to participate. Any such brokers or dealers will receive
commissions or discounts from a Selling Shareholder in amounts
to be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended. Any gain realized by such a broker or
dealer on the sale of shares which it purchases as a principal
may be deemed to be compensation to the broker or dealer in
addition to any commission paid to the broker by a Selling
Shareholder.
The securities covered by this Prospectus may in the future
also be sold under Rule 144 instead of under this Prospectus.
Rule 144 provides an exemption from registration for the resale
of securities by persons other than the issuer after the
securities have been held by persons for at least two (2) years
from original issuance, and such securities are sold in strict
compliance with Rule 144 "Manner of Sale" requirements and
maximum number of shares requirements. The Company will not
receive any portion of the proceeds of the securities sold by
the Selling Shareholders, but will receive amounts upon exercise
of Warrants, which funds will be used for working capital.
There is no assurance that the Selling Shareholders will sell
any or all of the Shares offered hereby.
The Selling Shareholders have been advised by the Company
that during the time each is engaged in distribution of the
securities covered by this Prospectus, each must comply with
Rules 10b-5 and 10b-6 under the Securities Exchange Act of 1934,
as amended, and pursuant thereto: (i) each must not engage in
any stabilization activity in connection with the Company's
securities; (ii) each must furnish each broker through which
securities covered by this Prospectus may be offered the number
of copies of this Prospectus which are required by each broker;
and (iii) each must not bid for or purchase any securities of
the Company or attempt to induce any person to purchase any of
the Company's securities other than as permitted under the
Securities Exchange Act of 1934, as amended. Any Selling
Shareholders who may be "affiliated purchasers" of the Company
as defined in Rule 10b-6, have been further advised that
pursuant to Securities Exchange Act Release 34-23611 (September
11, 1986), they must coordinate their sales under this
Prospectus with each other and the Company for
purposes of Rule 10b-6. The Company has agreed to indemnify GFL
and other selling shareholders against certain liabilities,
including certain liabilities under the Securities Act of 1933,
and, to the extent any indemnification by an indemnifying party
is prohibited or limited by law, the Company has agreed to make
the maximum contribution with respect to extent permitted by
law.
LEGAL MATTERS
Certain legal matters with respect to the shares offered
hereby have been passed upon for the Company by Cohen Brame &
Smith, Professional Corporation, Denver, Colorado. Roger V.
Davidson, a shareholder of the firm is a former Director of the
Company.
EXPERTS
The Company's consolidated financial statements incorporated
by reference in this Prospectus have been audited by BDO Seidman
LLP, independent certified public accountants, to the extent and
for the periods set forth in their report (which contains an
explanatory paragraph regarding uncertainties as to the outcome
of certain litigation) incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
The financial statements of Mediatech, Inc. incorporated by
reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent certified public accountants, to the
extent and for the period set forth in their report incorporated
herein by reference, and are incorporated herein in reliance
upon such report given upon the authority of said firm as
experts in auditing and accounting. The financial statements of
Channelmatic, Inc. incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent certified
public accountants, to the extent and for the periods as set
forth in their report incorporated herein by reference, and are
incorporated herein in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
The financial statements of Starcom Television Services, Inc.
incorporated by reference in this Prospectus have been audited
by Jay J. Shapiro, C.P.A. a Professional Corporation,
independent certified public accountants, to the extent and for
the periods set forth in their report incorporated herein by
reference, and are incorporated herein in reliance upon such
report given upon the authority of said firm as experts in
auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses of the offering, all of which are to
be borne by the Company, are as follows:
Total
Total
Registration Fee Under Securities
Act of 1933. . . . . . . . . . . . . . . . . . . . . $2,718.00
Printing and Engraving . . . . . . . . . . . . . . . 200.00*
Accounting Fees and Expenses . . . . . . . . . . . . 1,500.00*
Legal Fees and Expenses. . . . . . . . . . . . . . . 3,000.00*
Blue Sky Fees and Expenses (including related legal
fees). . . . . . . . . . . . . . . . . . . . . . . . 500.00*
Transfer Agent Fees. . . . . . . . . . . . . . . . . 82.00*
Miscellaneous. . . . . . . .. . . . . . . . . . . . - 0 -
Total. . . . . . . . . . . . . . . . . . $8,000.00
*Estimated
Item 15. Indemnification of Directors and Officers.
Article X of Company's Certificate of Incorporation provides
that the corporation may indemnify each director, officer, and
any employee or agent of the corporation, his heirs, executors,
and administrators, against expenses reasonably incurred or any
amounts paid by him in connection with any action, suit, or
proceeding to which he may be made a party by reason of his
being or having been a director, officer, employee or agent of
the corporation in the same manner as is provided by the laws of
the State of Delaware as summarized below.
The Delaware General Corporation Law gives each corporation
the power to indemnify against liability any current or former
directors, officers, employees and agents. Del Corp Law Section
145. As provided in section 145, a Director must show that (1)
he conducted himself in good faith, (2) that his conduct was not
opposed to the corporation's best interests, or if acting in his
official capacity, that his conduct was in the corporation's
best interests and (3) that in a criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. The
Delaware General Corporation Law also gives each corporation the
power to eliminate or limit the personal liability of a Director
to the Corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director unless the breach of
fiduciary duty involves breach of loyalty to the corporation or
its shareholders, acts or omissions involving intentional
misconduct or a knowing violation of law, acts specified in
sections 172 and 174 (improper distribution of assets, dividends
or share repurchase) or any transaction whereby the Director
derived an improper personal benefit. Del Corp Law section
102(b)(7).
Item 16. Exhibits
The following Exhibits are filed as part of this Form S-3
Registration Statement pursuant to Item 601 of Regulation SK
by incorporation by reference to other filings:
3.1 IndeNet, Inc. Certificate of Incorporation**
3.2 IndeNet, Inc. Bylaws**
4.1 Certificate of Designation of Series A Preferred
Stock*
5.1 Opinion of Cohen Brame & Smith Professional
Corporation**
10.1 Mediatech Stock Purchase Agreement**
10.2 Channelmatic Stock Purchase Agreement (Incorporated by
reference to Exhibit 10.1 and 10.2 to Form 8-K dated
December 12, 1995).
10.3 Starcom Stock Exchange Agreement (Incorporated by
reference to Exhibit II to the Form 10-QSB dated
December 31, 1995.)
10.4 Robert Lautz Employment Agreement**
10.6 Registration Rights Agreement (Incorporated by
reference to Exhibit I to the Form 8-K for event which
occurred on February 29, 1996.)
10.7 Note Purchase Agreement (Incorporated by reference
to Exhibit II to the Form 8-K for event which occurred
on February 29, 1996.)
22 Subsidiaries of the Registrant**
23.1 Consent of Cohen Brame & Smith, Professional
Corporation** (included in Exhibit 5.1 above)
23.2 Consent of BDO Seidman LLP*
23.3 Consent of Deloitte & Touche LLP*
23.4 Consent of Arthur Andersen LLP*
23.5 Consent of Jay J. Shapiro, C.P.A. a Professional
Corporation*
_________________
* Filed herewith.
** Previously filed.
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be governed by the final
adjudication of such issue.
The undersigned Company hereby undertakes:
(1) 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 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 the purposes of determining any liability under
the Securities Act of 1933, each filing of the Company'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 be 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Form S-3 Registration Statement,
Amendment No. 2, to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Los Angeles, State of
California on the 9th day of May, 1996.
INDENET, INC.
By: /s/ Robert W. Lautz, Jr.
Robert W. Lautz, Jr., President,
Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933,
this Form S-3 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Robert W. Lautz, Jr. President, Chief 5/9/96
Robert W. Lautz, Jr. Executive Officer
and Director
/s/ Thomas H. Baur Chief Executive 5/9/96
Thomas H. Baur Officer of Mediatech,
Inc. and Director
/s/ Richard J. Parent Chief Financial 5/9/96
Richard J. Parent Officer and Secretary
/s/ William A. Kunkel Director 5/9/96
William A. Kunkel
/c/ Cary S. Fitchey Director 5/9/96
Carey S. Fitchey
/s/ William D. Killion Director 5/9/96
William D. Killion
/s/ Andre Blay Director 5/9/96
Andre Blay
SEC File Nos. 33-31205
0-18034
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
INDENET, INC.
(Name of Company as specified in charter)
INDENET, INC.
("INDE")
FORM S-3 REGISTRATION STATEMENT
The following Exhibits are filed as part of the Company's
Form S-3 Registration Statement pursuant to Item 601 of
Regulation S-B.
Exhibit Number
in Amendment
No. 1 to
Form S-3 Description
3.1 IndeNet, Inc. Certificate of Incorporation**
3.2 IndeNet, Inc. Bylaws**
4.1 Certificate of Designation of Series A Preferred
Stock*
5.1 Opinion of Cohen Brame & Smith Professional
Corporation**
10.1 Mediatech Stock Purchase Agreement**
10.2 Channelmatic Stock Purchase Agreement (Incorporated
by reference to Exhibit 10.1 and 10.2 to Form 8-K
dated December 12, 1995).
10.3 Starcom Stock Exchange Agreement (Incorporated by
reference to Exhibit II to the Form 10-QSB dated
December 31, 1995.)
10.4 Robert Lautz Employment Agreement**
10.6 Registration Rights Agreement (Incorporated by
reference to Exhibit I to the Form 8-K for event which
occurred on February 29, 1996.)
10.7 Note Purchase Agreement (Incorporated by reference
to Exhibit II to the Form 8-K for event which occurred
on February 29, 1996.)
22 Subsidiaries of the Registrant**
23.1 Consent of Cohen Brame & Smith, Professional
Corporation** (included in Exhibit 5.1 above)
23.2 Consent of BDO Seidman LLP*
23.3 Consent of Deloitte & Touche LLP*
23.4 Consent of Arthur Andersen LLP*
23.5 Consent of Jay J. Shapiro, C.P.A. a Professional
Corporation*
_________________
* Filed herewith.
** Previously filed.
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
IndeNet, Inc.
(formerly Independent TeleMedia Group, Inc.)
Los Angeles, California
We hereby consent to the incorporation by reference
in the Prospectus constituting a part of the
Registration Statement on Amendment No. 3 to Form
S-3 of our report dated January 30, 1995,
except for Note K, as to which the date is
March 13, 1995, which contains an explanatory
paragraph regarding uncertainties as to
the outcome of a lawsuit and another matter
relating to the consolidated financial statements
of Independent TeleMedia Group, Inc. appearing
in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1994.
We also consent to the incorporation by reference
in the Prospectus constituting a part of the
Registration Statement on Amendment No. 3 to Form
S-3 of our report dated May 7, 1996, relating to
the consolidated financial statements of IndeNet,
Inc. for the three months ended March 31, 1995,
as filed on Form 8K/A on May 14, 1996.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ BDO SEIDMAN, LLP
Los Angeles, California
May 10, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in
this Amendment No. 2 to Registration Statement
No. 33-31205 of IndeNet, Inc. ("IndeNet," formerly
Independent Telemedia Group, Inc.) on Form S-3 of our
report dated February 16, 1995 relating to the financial
statements of Mediatech, Inc. ("Mediatech") which
expresses an unqualified opinion and includes an
explanatory paragraph relating to IndeNet acquiring
96.33% of Mediatech on January 27, 1995, appearing in
the Annual Report on Form 10-KSB of IndeNet for the
year ended December 31, 1994.
We also consent to the reference to us under the heading
"Experts" in the Prospectus which is part of the
Registration Statement.
/s/ Deloitte & Touche LLP
Date: May 10, 1996
Deloitte & Touche LLP
Chicago, Illinois
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in
this Amendment No. 2 to the Registration Statement
on Form S-3 for IndeNet, Inc. of our report dated
February 9, 1995, on the financial statements of
Channelmatic, Inc. as of and for the years ended
December 31, 1994 and 1993 included in IndeNet,
Inc.'s Form 10-Q dated December 31, 1995.
/s/ Arthur Anderson LLP
Date: May 10, 1996
Arthur Anderson LLP
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
I consent to the incorporation by reference in the
Amendment No. 2 to the Registration Statement on
Form S-3 for Indenet, Inc. (Common Stock - 1,433,030
shares), of my report dated April 12, 1996 appearing
in Form 8-K/A for the event occurring on April 22,
1996 on the financial statements of Starcom Television
Services.
/s/ Jay J. Shapiro, CPA
Date: May 10, 1996
Jay J. Shapiro, CPA,
A Professional Corporation
