As filed with the Securities and
Exchange Commission, May 14, 1996.
Securities Act File No. 333-___________
Exchange Act File No. 0-18034
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 2,629,302 Shs.
Registered
Proposed $6.68 (1)(2)
Maximum Offering
Price Per Share
Proposed Maximum $17,562,995
Aggregate Offering
Price
Amount of $6,057.00
Registration Fee
Total. . . . . . . . $6,057.00
(1) Closing price on the Nasdaq Stock Market on May 6, 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 2,629,302 shares of
its $.001 par value common stock. 72,111 of these shares are
currently issued and outstanding in the name of certain selling
shareholders. 162,586 shares underlie a private warrant issued
to Inter-Equity Capital Partners L.P. Each warrant authorizes
the selling shareholder to receive one share of the Company's
common stock for the warrant exercise price of $3.00 per share.
Also being registered hereby are up to a maximum of
2,394,605 shares of common stock underlying conversion privileges
provided for by the Series A convertible preferred stock issued
by the Company in a private placement to certain selling
shareholders. (See: "Selling Shareholders" and "Recent
Developments.") The actual conversion ratio varies depending on
the lesser of $7.00 per share or 85% of the closing bid price for
the five trading days immediately preceding the date of
conversion. The Company has committed to remove from
registration any shares which are not received in the conversion
of the Series A convertible preferred stock. 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 certain
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 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 May 6, 1996 was $6.68 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 13, 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.
(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,
Offering and the Warrant Exercise . . . . . . . . .12,033,190(1)
Common Shares Underlying Promissory Note
Conversion--(up to). . . . . . . . . . . . . . . . .875,205
Common Shares Underlying Conversion
Privileges of Series A and B Preferred
Outstanding--(up to). . . . . . . . . . . . . . . . 2,611,272
Nasdaq Stock Market Symbol . . . . . . . . . . . . . . INDE
______________________
(1) As of May 7, 1996
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 the management.
While the Company has employment agreements with the 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, 2,620,266 shares of
common stock by selling shareholders, some 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 Warrants 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 outstanding
conversion rights of Series A Preferred Shareholders and Warrant
Holders of the Company beneficially owned by them as of May 7,
1996, (ii) the number of Shares covered by this Prospectus, and
(iii) the number of Shares to be retained after this offering, if
any.
Shares of
Common
Stock or Number of
Common Number of Common
Stock Common Shares
Conversion Shares Retained
Rights Owned Covered Subsequent
Selling Prior to By This To The
Shareholders Offering Prospectus Offering(1)
a. Series A Preferred
Conversion Holders(2)
AG Super Fund Int'l
Partners L.P. 29,932 29,932 0
Banque Scandinave
En Suisse 319,280 319,280 0
Cameron Capital Ltd. 299,325 299,325 0
Faisal Finance 99,775 99,775 0
Gam Arbitrage, Inc. 59,865 59,865 0
Grace Church & Co. 149,662 149,662 0
Gundy Co. 99,775 99,775 0
Lake Management LDC 189,572 189,572 0
Legong Investments,
N.V. 119,730 119,730 0
Leonardo, L.P. 239,438 239,438 0
Raphael, L.P. 59,865 59,865 0
Reg-S Investment
Fund Ltd. 99,775 99,775 0
Richcourt & Strategies,
Inc. 99,775 99,775 0
Societe Generale 199,550 199,550 0
The Tail Wind Fund
Ltd. 119,730 119,730 0
Wood Gundy London
Ltd. 199,550 199,550 0
b. Common Stockholder
Keith Austin 50,000 50,000 0
Santa Barbara School-
house, Inc. 22,111 22,111
c. Warrant Holders(3)
Eric Swartz 43,786 43,786 0
Michael C. Kendrick 43,786 43,786 0
P. Bradford Hathorn 4,000 4,000 0
Lance Burg 2,000 2,000 0
Charels Witeman 2,000 2,000 0
Davis Holden 1,000 1,000 0
Charles Krusen 5,571 5,571 0
Enigma Investments,
Ltd. 7,286 7,286 0
David Peteler 1,000 1,000 0
Dun Woody Brokerage
Services 1,000 1,000 0
d. Lender Warrants
InterEquity Capital
Partners, L.P. (4) 162,586 162,586 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) This indicates the maximum number of shares available under
the conversion privileges provided by the Series A Preferred
shares. The actual number of shares of common stock which
will be issued is subject to formula based on a formula
whereby the denominator is the lesser of $7.00 or 85% of the
five-day average closing price on the Nasdaq Stock Market
prior to conversion.
(3) Warrants are exercisable at $10.00 per share until April 26,
2001.
(4) Warrants are exercisable at $3.00 per share until August 29,
1997.
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 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
conversion privileges 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 certain selling shareholders 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.
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 Exchanges 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, 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.,
President, Chief Executive
Officer and Director
/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/ 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. 333-_______
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
(incorporated by reference to Exhibit 3.1 to the
registration statement on Form S-3, File No. 333-
01205).
3.2 IndeNet, Inc. Bylaws (incorporated by reference to
Exhibit 3.2 to the registration statement on Form S-3,
File No. 333-01205).
4.1 Certificate of Designation of Series A Preferred Stock
(incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-3, File No. 333-
01205).
5.1 Opinion of Cohen Brame & Smith Professional
Corporation*
10.1 Mediatech Stock Purchase Agreement (incorporated by
reference to Exhibit 10.1 to the registration statement
on Form S-3, File No. 333-01205).
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 (incorporated by
reference to Exhibit 10.4 to the registration statement
on Form S-3, File No. 333-01205).
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 (incorporated by
reference to Exhibit 22 to the registration statement
on Form S-3, File No. 333-01205).
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.
EXHIBIT 5.1
OPINION OF COHEN BRAME & SMITH PROFESSIONAL CORPORATION
COHEN BRAME & SMITH
Professional Corporation
Attorneys at Law
One Norwest Center Suite 1800
1700 Lincoln Street
Denver, Colorado 80203
May 13, 1996
Robert W. Lautz, Jr., President
IndeNet, Inc.
1640 North Gower Street
Los Angeles, California 90028
RE: Form S-3 Registration Statement relating to shares
of $.001 Par Value Common Stock for Selling
Shareholders
Dear Mr. Lautz:
We have acted as counsel for IndeNet, Inc. ("INDE") in
connection with the Form S-3 Registration Statement to be filed
by INDE with the Securities and Exchange Commission relating to
the shares of INDE $.001 par value Common Stock (the "Common
Stock") being offered for sale by certain selling shareholders.
As such counsel, we have examined and relied upon such records,
documents, certificates and other instruments as in our judgment
are necessary or appropriate to form the basis for the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that:
(i) INDE is a corporation duly incorporated and validly
existing in good standing under the laws of the State of
Delaware.
(ii) The shares of Common Stock being offered, when sold in
accordance with the terms set forth in the Registration
Statement, will be validly issued and outstanding, fully paid and
nonassessable.
We consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the reference to us under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Cohen Brame & Smith,
Professional Corporation
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 this
Registration Statement 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 inclusion as an exhibit to the
aforementioned Registration statement of our report dated May 7,
1996, relating to the consolidated financial statements of
IndeNet, Inc. for the three months ended May 31, 1995.
We also consent to the reference to us under the caption
"Experts" in the Prospectus.
/s/ BDO SEIDMAN, LLP
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 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 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
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
