<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
METRO GLOBAL MEDIA, INC.
------------------------
(Name of small business issuer in its charter)
DELAWARE 65-0025871
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1060 Park Avenue, Cranston, Rhode Island 02910
- --------------------------------------------------------------------------------
(Address of principal place of business) (zip code)
Metro Global Media, Inc. 1997 Equity Incentive Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
The Corporation Trust Company
1209 Orange Street, Wilmington, DE 19801 (302) 658-7581
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price Registration Fee
<S> <C> <C> <C> <C>
Common Stock 500,000(2) $1.25 $625,000 $189.39
Common Stock 500,000(3) $n/a $n/a $n/a (4)
Common Stock 500,000(3) $n/a $n/a $n/a (4)
</TABLE>
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the Registration Fee, which is based on the average of the
high and low prices of the Company's Common Stock on March 25, 1997 as
reported by NASDAQ.
(2) Represents the maximum number of shares to which options may be
granted under the Metro Global Media, Inc. 1997 Equity Incentive Plan
(the "Plan").
(3) Represents the same shares described on the line above, which may be
resold by the holders of options issued under the Plan.
(4) Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares being
registered hereby upon their initial issuance pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant (File
No. 0-21634) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-KSB/A#1 for the
fiscal year ended May 31, 1996;
(2) All other reports filed by the Registrant with the Commission
pursuant to Section 13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the Registrant's Annual Report referred to above;
and
(3) The description of the Common Stock of the Registrant
contained in the Registrant's Registration Statement on Form 8-A.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation and Bylaws of the Registrant contain
provisions which provide for the indemnification of directors, officers, and
other employees or agents of the Registrant property appointed to serve in an
official capacity who while acting in good faith, in the best interests of
the Registrant, and within the scope of their offices, are or are threatened
to be named as a defendant or respondent in a civil or criminal action. The
extent of the
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indemnification is limited to judgments, penalties, fines, settlements and
reasonable expenses actually incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
* 5.1 Opinion of James P. Redding & Associates
* 10.1 Metro Global Media, Inc. 1997 Equity Incentive Plan
* 23.1 Consent of Trien, Rosenberg, Rosenberg, Weinberg, Ciullo &
Fazzari, LLP
(* filed herewith)
Item 9. Undertakings.
The Registrant hereby undertakes:
(a)(1) to file, during any period in which it offers or sells
securities, a post effective amendment to this registration
statement to include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, to treat each post- effective
amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be
the initial bona fide offering;
(3) to remove from registration by means of a post- effective
amendment any of the securities that remain unsold at the end
of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers, and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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
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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 that 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 jurisdiction of such issue.
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S I G N A T U R E S
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf, in the City of Cranston, State of Rhode
Island on March 25, 1997.
METRO GLOBAL MEDIA, INC.
By:/s/ A Daniel Geribo
---------------------------
A. Daniel Geribo, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ A. Daniel Geribo President March 25, 1997
- ----------------------- principal executive
A. Daniel Geribo officer) and Director
/s/ T. James Blair Treasurer March 25, 1997
- ---------------------- (principal financial
T. James Blair and accounting officer)
and Director
/s/ Alan S. Casale Director March 25, 1997
- -----------------------
Alan S. Casale
/s/ Dolores Guglielmi Director March 25, 1997
- -----------------------
Dolores Guglielmi
</TABLE>
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Exhibit 5.1
March 25, 1997
Board of Directors
Metro Global Media, Inc.
1060 Park Avenue
Cranston, RI 02910
Gentlemen:
This firm has acted as counsel for Metro Global Media, Inc., a Delaware
corporation (the "Company") in connection with the offering of 500,000 shares
of Common Stock, $.0001 par value of the Company (the "Shares") pursuant to the
Metro Global Media, Inc. 1997 Equity Incentive Plan (the "Plan"), which the
Company intends to register with the Securities and Exchange Commission on Form
S-8 (the "Registration Statement").
In connection with the preparation of this opinion, we have examined
originals, or certified, conformed or reproduction copies, of all such records,
agreements, instruments, and documents pertaining to the Shares as we have
deemed relevant or necessary as the basis of the opinions hereinafter
expressed. In all such examinations, we have assumed (i) the genuineness of
all signatures, (ii) the legal capacity of natural persons, (iii) the
authenticity of all documents submitted to us as originals and (iv) the
conformity to original documents of all documents submitted to us as copies.
As to various questions of fact relevant to our opinion, we have relied upon
statements or certificates of public officials, officers or representatives of
the Company and others.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued and delivered and the consideration therefor is
received by the Company in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
In rendering the opinion herein, we advise you that members of this
firm are members of the Bar of the State of Rhode Island, and we do not hold
ourselves out as being conversant with, and
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express no opinion concerning the applicability or effect of, the laws of any
jurisdiction other than those of the United States of America, the State of
Rhode Island, and, to the extent necessary to express the above opinion, the
State of Delaware.
If you have any questions, please do not hesitate to call.
Very truly yours,
/s/ Redding & Associates
------------------------
Redding & Associates
<PAGE> 1
Exhibit 10.1
METRO GLOBAL MEDIA, INC.
1997 EQUITY INCENTIVE PLAN
1. PURPOSE
The purpose of this Metro Global Media, Inc. 1997 Equity Incentive
Plan (the "Plan") is to encourage employees of Metro Global Media, Inc., and
its subsidiaries (the "Company"), to continue their association with the
Company by providing favorable opportunities for them to participate in the
ownership of the Company and in its future growth. The Plan will provide a
means for such individuals to purchase shares of the Company's Common Stock
(the "Stock").
2. EFFECTIVE DATE AND DURATION.
The Plan shall become effective upon the date of its adoption and
approval by the Board of Directors of the Company (the "Board"). The Plan
shall remain in effect until terminated by the Board or until all Stock has
been issued under the Plan and vested, provided that no Stock may be issued
under the Plan after ten (10) years from the effective date of the Plan.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by a committee appointed by the
Board (the "Committee"). Until such appointment, the Committee shall consist
of the entire Board.
(b) The Committee's construction and interpretation of the terms and
provisions hereof shall be final and conclusive. The Committee may in its sole
discretion issue shares of the Stock or grant options to purchase Stock as
provided in the Plan. The Committee shall have authority, subject to express
provisions of the Plan, (i) to construe any Stock Restriction Agreement (as
defined below) and the Plan; (ii) to prescribe, amend and rescind rules and
regulations relating to the Plan; (iii) to determine the terms and provisions
of any Stock Restriction Agreement, which need not be identical; and (iv) to
make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan, any
Stock Restriction Agreement or other instrument, document or agreement issued
in connection therewith in the manner and to the extent it shall deem expedient
to carry the Plan into effect, and the Committee shall be the sole and final
judge of such expediency. No member of the Committee shall be liable for any
action or determination made in good faith.
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4. ISSUANCE OF PLAN SHARES
(a) The Stock to be issued under the Plan shall be shares of the
Company's Stock as more particularly provided in the Company's Certificate of
Incorporation, as the same may be amended from time to time. The total amount
of Stock which may be issued, including Stock issued pursuant to the exercise
of Options granted hereunder, under the Plan shall not exceed in the aggregate
ten (10%) per cent of the Company's Common Stock outstanding on the date of
adoption of the Plan, provided that such aggregate number of shares shall be
subject to adjustment in accordance with the provisions of Paragraph 15 hereof.
(b) Directors, officers and employees (collectively referred to
herein as "employees" or an "employee") shall be eligible for selection from
time to time by the Committee to participate in the Plan.
(c) The price at which shares may be purchased pursuant to the Plan
(the "Purchase Price") shall be determined by the Committee, but shall not be
less than the par value of the Stock.
5. STOCK OPTIONS.
(a) The Stock for which options may be granted under the Plan shall be
shares of the Company's Common Stock as more particularly provided in the
Company's Certificate of Incorporation, as the same may be amended from time to
time. The total amount of Stock which may be issued under the Plan, including
Stock issued under Section 4 or pursuant to the exercise of Options granted
hereunder, shall not exceed in the aggregate ten (10%) per cent of the
Company's Common Stock outstanding on the date of adoption of the Plan,
provided that such aggregate number of shares shall be subject to adjustment in
accordance with the provisions of Paragraph 15 hereof.
(b) The Committee may from time to time, and subject to the
provisions of the Plan and such other terms and conditions as the Committee may
prescribe, grant to any participant in the Plan one or more options to purchase
for cash or shares the number of shares of Common Stock ("Stock Options")
allotted by the Committee. The date a Stock Option is granted shall mean the
date selected by the Committee as of which the Committee allots a specific
number of shares to a participant pursuant to the Plan.
(c) Directors, officers and employees (collectively referred to
herein as "employees" or an "employee") shall be eligible for selection from
time to time by the Committee to participate in the Plan.
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(d) The option price at which shares may be purchased pursuant to the
Plan (the "Option Price") shall be determined by the Committee, but shall not
be less than the par value of the Stock.
6. INCENTIVE STOCK OPTIONS.
(a) The Stock for which stock options may be granted under the Plan
shall be shares of the Company's Common Stock, as more particularly provided in
the Company's Certificate of Incorporation, as the same may be amended from
time to time. The total amount of Stock which may be issued under the Plan,
including Stock issued under Section 4 or pursuant to the exercise of Options
granted hereunder, shall not exceed in the aggregate ten (10%) per cent of the
Company's Common Stock outstanding on the date of adoption of the Plan,
provided that such aggregate number of shares shall be subject to adjustment in
accordance with the provisions of Paragraph 15 hereof.
(b) The Committee may, from time to time and subject to the
provisions of the Plan and such other terms and conditions as the Committee may
prescribe, grant to any participant in the Plan one or more "incentive stock
options" (intended to qualify as such under the provisions of section 422 of
the Internal Revenue Code of 1986, as amended ("Incentive Stock Options") to
purchase for cash or shares the number of shares of Common Stock allotted by
the Committee. The date an Incentive Stock Option is granted shall mean the
date selected by the Committee as of which the Committee allots a specific
number of shares to a participant pursuant to the Plan.
(c) Only employees (collectively referred to herein as "employees" or
an "employee") shall be eligible for selection to be granted incentive stock
options from time to time by the Committee to participate in the Plan.
(d) The option price per share of Common Stock deliverable upon
the exercise of an Incentive Stock Option shall be 100% of the fair market
value of a share of Common Stock on the date the Incentive Stock Option is
granted, provided, however, in the event that an Incentive Stock Options shall
be granted to any owner of 10% or more of the total combined voting power of
the Company and its subsidiaries (a "Ten Percent Shareholder"), the option
price per share of Common Stock deliverable upon the exercise of an Incentive
Stock Option by such Ten Percent Shareholder shall be 110% of the fair market
value of a share of Common Stock on the date the Incentive Stock Option is
granted to such Ten Percent Shareholder (the "Option Price").
(e) Unless a shorter period is provided by the Committee or
<PAGE> 4
another Section of this Plan, may be exercised during a period of ten years
from the date of grant thereof (the "Option Term"). No Incentive Stock Option
shall be exercisable after the expiration of its option term.
(f) The aggregate Fair Market Value, determined as of the date the
Incentive Stock Option is granted, of the Stock which may become exercisable by
any Employee during any calendar year shall not exceed $100,000.
7. WRITTEN AGREEMENT.
The terms upon which each share of Stock is issued or an option to
acquire Stock is granted hereunder shall be embodied in a written stock
restriction agreement which shall be subject to the terms and conditions
prescribed herein (each, a "Stock Restriction Agreement") and shall be signed
by the employee and by any officer of the Company authorized for such purpose
by the Board, for and on behalf of the Company. Such a Stock Restriction
Agreement may also contain such other provisions as the Committee in its
discretion shall deem advisable.
8. PURCHASE OF STOCK.
(a) Any Stock issued or option to acquire Stock granted hereunder may
be purchased, or exercised, as applicable, only after a date, which shall not
be before the adoption and approval of the Plan by the Board, as the Committee
may determine in its sole and absolute discretion (which determination need not
be the same for all Stock issued under the Plan).
(b) Unless otherwise provided in the Stock Restriction Agreement,
Stock shall be purchased by the delivery of payment of the Purchase Price or
the Option Price for such shares in United States dollars.
(c) The employee shall be responsible for and shall cause be paid all
income taxes arising from the purchase of any Stock issued hereunder or in
connection with the exercise of an option to purchase Stock. Whenever Stock is
to be issued hereunder, the Company shall have the right to: (i) require the
employee to remit to the Company an amount sufficient to satisfy federal, state
and local withholding tax requirements with respect to such issuance prior to
the delivery of any certificate or certificates of such Stock, (ii) withhold
such amounts from the employee's wages and salary, or (iii) take such other
action to satisfy the withholding obligations arising from such exercise as the
Committee reasonably may elect.
<PAGE> 5
(d) As promptly as practicable after the receipt by the Company of (i)
payment of the Purchase Price or the Option Price for such shares in the form
required by the foregoing provisions of this Section 8 and (ii) execution by
the employee of a Stock Restriction Agreement (if not previously executed), the
Company shall cause to be delivered to such employee certificate(s)
representing the number of shares of Stock so purchased.
(e) Immediately upon delivery to the employee of certificate(s)
representing the number of shares of Stock purchased, such employee shall
execute and deliver to the Company the certificate(s) and stock powers for any
unvested shares of Stock so purchased as provided for in Section 9.
9. VESTING OF STOCK AND OPTIONS.
Stock issued and options granted hereunder and any securities, or
options, substituted therefore, shall vest in accordance with the schedule
approved by the Committee and set forth in the applicable Stock Restriction
Agreement beginning on the date provided for in the employee's Stock
Restriction Agreement. If the Committee so elects, certificates for all or any
portion of the shares of Stock issued under this Plan to any employee shall be
held by the Company with stock powers indicating the certificate number(s) but
otherwise endorsed in blank by the employee to allow the Company to exercise
its rights under the applicable Stock Restriction Agreement, including without
limitation the Company's option to purchase unvested shares and, if applicable,
the Company's right of first refusal with respect to vested shares. The
employee shall execute and deliver such further documents from time to time as
are necessary or appropriate to carry out the purposes and intent of the Plan.
10. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.
In the event that an employee ceases to be employed by the Company for
any reason, including without limitation death, disability, retirement,
resignation or termination (whether with or without cause), then, subject to
any accelerated vesting provisions or other rights contained in any Stock
Restriction Agreement by and between the Company and an employee: (i) any
shares of Stock held by the employee at the time of such event which are not
vested in the employee as provided for in Section 9 of the Plan shall
automatically be subject to the Company's option to purchase unvested shares as
set forth in the applicable Stock Restriction Agreement, (ii) any shares of
Stock held by the employee at the time of such event which are vested in the
employee as provided for in Section 9 shall continue to be subject to the stock
transfer restrictions as set forth in the applicable Stock Restriction
Agreement, (iii) all unvested options to acquire Stock shall terminate if not
exercised within
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ninety days of said termination of employment, and (iv) any and all rights to
further participation in the Plan shall terminate as of the date of such event.
11. REQUIREMENTS OF LAW.
The Company shall not be required to sell or issue any Stock if the
issuance of such shares shall constitute or result in a violation by the
employee or the Company of any provisions of any law, statute or regulation of
any governmental authority. Specifically, in connection with the Securities
Act of 1933, the Company shall not be required to issue such shares unless the
Committee has received evidence satisfactory to it in its sole and absolute
discretion to the effect that the purchaser of such Stock will not transfer
such Stock except pursuant to a registration statement in effect under such Act
or unless an opinion of counsel or other evidence satisfactory to the Committee
has been received by the Company to the effect that such registration is not
required. Any determination in this connection shall be final, binding and
conclusive. The Company shall not be obligated to take any other affirmative
action in order to cause the issuance of shares pursuant hereto to comply with
any law or regulation of any governmental authority.
12. INVESTMENT ASSURANCES.
The Company may require any employee, as a condition of purchasing
Stock hereunder, to give written assurances in substance and form satisfactory
to the Company to the effect that such person is acquiring the Stock for his or
her own account for investment and not with any present intention or selling or
otherwise disturbing the same.
13. NO RIGHTS AS STOCKHOLDER.
No employee shall have rights as a stockholder with respect to any
Stock until the date of issue of his or her Stock. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such Stock is
issued.
14. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
(a) Nothing in the Plan shall affect in any way the right or power of
the Company or any of its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or the dissolution or liquidation of the Company or any sale or
transfer of all or any part of its assets or business or any other corporate
act or proceeding, whether of a similar
<PAGE> 7
character or otherwise.
(b) In the event there are splits, subdivisions or combinations of
shares of Stock, the number of shares available under the Plan shall be
increased or decreased proportionately, as the case may be.
(c) In case the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, or in case all of
the capital stock or substantially all of the assets of the Company are
acquired by any other corporation, or in case of a liquidation of the Company,
or in the case of an initial public offering by the Company, the Board, or the
Board of Directors of any corporation assuming the obligations of the Company
hereunder either may: (i) assume and/or continue the Plan, and in connection
therewith, may (A) make appropriate provision (including the reservation of a
sufficient number of shares of authorized capital stock) for the issuance, on
an equitable basis, of the appropriate kind and amount of stock of the Company,
or of the surviving, acquiring, consolidated or reorganized corporation, and
(B) make such stock subject to the terms and conditions currently set forth in
the Plan and the Stock Restriction Agreements, including without limitation
provisions relating to vesting requirements, the Company's option to purchase
unvested shares and the Company's right of first refusal in connection with
vested shares, or (ii) elect to treat such event as a termination of employment
of all eligible employees, whether or not currently participating in the Plan,
and may, at its option, exercise the Company's option to purchase any unvested
Stock, and may terminate the Plan; provided, however, that nothing in this
Section 14 shall in any way void or restrict accelerated vesting provisions or
other rights contained in any Stock Restriction Agreement by and between the
Company and an employee.
15. AMENDMENT AND TERMINATION OF THE PLAN.
The Plan may at any time or from time to time be terminated, modified
or amended by action of the Committee; provided, however, that once the Plan
has been approved by stockholders of the Company, without the further approval
of the holders of at least a majority of the outstanding shares of all classes
of capital stock of the Company that entitle the holders thereof to vote in the
election of directors of the Company, the Committee may not (i) materially
increase the benefits accruing to employees under the Plan; (ii) change the
aggregate number of shares which may be issued pursuant to the provisions of
the Plan; or (iii) change the class of persons eligible to purchase Stock. The
termination or modification or amendment of the Plan shall not, without the
consent of an employee, affect his or her rights to purchase Stock previously
granted to him or her. With
<PAGE> 8
the consent of the employee affected, the Committee may amend outstanding Stock
Restriction Agreements in a manner not inconsistent with the Plan.
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Metro Global Media, Inc.
We consent to the use in this Registration Statement of Metro Global Media,
Inc. on Form S-8 of our report dated August 9, 1996 appearing in Form 10-KSB
for the fiscal year ended May 31, 1996 and 1995 which is incorporated by
reference as part of this Registration Statement.
/s/ TRIEN, ROSENBERG, ROSENBERG, WEINBERG,
CIULLO & FAZZARI, LLP
Morristown, New Jersey
March 25, 1997
