<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 Employee Stock Purchase 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 600,000(2) $.96 $576,000 $198.62
Common Stock 600,000(3) $n/a $n/a $n/a (4)
Common Stock 600,000(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 Emloyee Stock Purchase
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.
<PAGE> 2
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 properly 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
<PAGE> 3
threatened to be named as a defendant or respondent in a civil or criminal
action. The extent of the 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 Employee Stock
Purchase 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,
<PAGE> 4
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 that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of 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.
<PAGE> 5
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 May 23, 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 May 23, 1997
- ----------------------- (principal executive
A. Daniel Geribo officer) and Director
/s/ T. James Blair Treasurer May 23, 1997
- ---------------------- (principal financial
T. James Blair and accounting officer)
and Director
/s/ Alan S. Casale Director May 23, 1997
- -----------------------
Alan S. Casale
/s/ Dolores Guglielmi Director May 23, 1997
- -----------------------
Dolores Guglielmi
</TABLE>
<PAGE> 1
Exhibit 5.1
May 23, 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 600,000
shares of Common Stock, $.0001 par value of the Company (the "Shares") pursuant
to the Metro Global Media, Inc. 1997 Employee Stock Purchase 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
<PAGE> 2
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 EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I -- PURPOSE
1.01. Purpose The Metro Global Media, Inc. 1997 Employee Stock
Purchase Plan is intended to provide a method whereby employees of
Metro Global Media, Inc. and its subsidiary corporations (hereinafter
referred to, unless the context otherwise requires, as the "Company")
will have an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of the Common Stock of the
Company. It is the intention of the Company to have the Plan qualify
as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that Section of the Code.
ARTICLE II -- DEFINITIONS
2.01. Base Pay "Base Pay" shall mean regular straight-time earnings
excluding payments for overtime, shift premium, bonuses and other
special payments, commissions and other marketing incentive payments.
2.02. Committee "Committee" shall mean the individuals described in
Article XI.
2.03. Employee "Employee" means any person who is customarily employed
on a full-time or part-time basis by the Company and is regularly
scheduled to work more than 20 hours per week.
2.04. Subsidiary Corporation "Subsidiary Corporation" shall mean any
present or future corporation which (i) would be a "subsidiary
corporation" of Metro Global Media, Inc. as that term is defined in
Section 424 of the Code and (ii) is designated as a participant in the
Plan by the Committee.
ARTICLE III -- ELIGIBILITY AND PARTICIPATION
3.01. Initial Eligibility Any employee who shall have completed
ninety (90) days employment and shall be employed by the Company on
the date his participation in the Plan is to become effective shall be
eligible to
<PAGE> 2
participate in offerings under the Plan which commence on or after
such ninety day period has concluded.
3.02. Leave of Absence For purposes of participation in the Plan, a
person on leave of absence shall be deemed to be an employee for the
first 90 days of such leave of absence and such employee's employment
shall be deemed to have terminated at the close of business on the
90th day of such leave of absence unless such employee shall have
returned to regular full-time or part-time employment (as the case may
be) prior to the close of business on such 90th day. Termination by
the Company of any employee's leave of absence, other than termination
of such leave of absence on return to full time or part time
employment, shall terminate an employee's employment for all purposes
of the Plan and shall terminate such employee's participation in the
Plan and right to exercise any option.
3.03. Restrictions on Participation Notwithstanding any provisions of
the Plan to the contrary, no employee shall be granted an option to
participate in the Plan: (a) if, immediately after the grant, such
employee would own stock, and/or hold outstanding options to purchase
stock, possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company (for purposes of this
paragraph, the rules of Section 424(d) of the Code shall apply in
determining stock ownership of any employee); or (b) which permits his
rights to purchase stock under all employee stock purchase plans of
the Company to accrue at a rate which exceeds $25,000 in fair market
value of the stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding.
3.04. Commencement of Participation An eligible employee may become a
participant by completing an authorization for a payroll deduction on
the form provided by the Company and filing it with the office of the
Treasurer of the Company on or before the date set therefor by the
Committee, which date shall be prior to the Offering Commencement Date
for the Offering (as such terms are defined below). Payroll deductions
for a participant shall commence on the applicable Offering
Commencement Date when his authorization for a payroll deduction
becomes effective and shall end on the Offering Termination Date of
the Offering to which such authorization is applicable unless sooner
terminated by the participant as provided in Article VIII.
<PAGE> 3
ARTICLE IV -- OFFERINGS
4.01. Annual Offerings The Plan will be implemented by three annual
offerings of the Company's Common Stock (the "Offerings") beginning on
the 1st day of June in each of the years 1997, 1998, and 1999, each
offering terminating on May 31 of the following year. The maximum
number of shares issued in the respective years shall be the sum of
200,000 shares plus unissued shares from the prior Offerings, whether
offered or not. As used in the Plan, "Offering Commencement Date"
means the June 1 on which the particular Offering begins and "Offering
Termination Date" means the May 31 as the case may be, on which the
particular Offering terminates.
ARTICLE V -- PAYROLL DEDUCTIONS
5.01. Amount of Deduction At the time a participant files his
authorization for payroll deduction, he may elect to have deductions
made from his pay on each payday during the time he is a participant
in an Offering at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his
base pay in effect at the Offering Commencement Date of such Offering.
In the case of a part-time hourly employee, such employee's base pay
during an Offering shall be determined by multiplying such employee's
hourly rate of pay in effect on the Offering Commencement Date by the
number of regularly scheduled hours of work for such employee during
such Offering. If the participant elects not to authorize a payroll
deduction, such participant shall pay for such shares at the time of
the exercise of the option.
5.02. Participant's Account All payroll deductions made for a
participant shall be credited to his account under the Plan.
5.03. Changes in Payroll Deductions A participant may discontinue his
participation in the Plan as provided in Article VIII, but no other
change can be made during an Offering and, specifically, a participant
may not alter the amount of his payroll deductions for that Offering
without the consent of the Company.
5.04. Leave of Absence If a participant goes on a leave of absence,
such participant shall have the right to elect: (a) to withdraw the
balance in his or her account pursuant to Section 7.02, (b) to
discontinue contributions to the Plan but remain a participant in
<PAGE> 4
the Plan, or remain a participant in the Plan during such leave of
absence, authorizing deductions to be made from payments by the
Company to the participant during such leave of absence and
undertaking to make cash payments to the Plan at the end of each
payroll period to the extent that amounts payable by the Company to
such participant are insufficient to meet such participant's
authorized Plan deductions.
ARTICLE VI -- GRANTING OF OPTION
6.01. Number of Option Shares On the Commencement Date of each
Offering, a participating employee shall be deemed to have been
granted an option to purchase a maximum number of shares of the stock
of the Company equal to an amount determined as follows: an amount
equal to (i) that percentage of the employee's base pay which he has
elected to have withheld (but not in any case in excess of 10%)
multiplied by (ii) the employee's base pay during the period of the
offering (iii) divided by 85% of the market value of the stock of the
Company on the applicable Offering Commencement Date. The market value
of the Company's stock shall be determined as provided in paragraphs
(a) and (b) of Section 6.02 below. An employee's base pay during the
period of an offering shall be determined by multiplying, in the case
of a one-year offering, his normal weekly rate of pay (as in effect on
the last day prior to the Commencement Date of the particular
offering) by 52 or the hourly rate by 2,080 or, in the case of a
six-month offering, by 26 or 1040, as the case may be, provided that,
in the case of a part time hourly employee, the employee's base pay
during the period of an offering shall be determined by multiplying
such employee's hourly rate by the number of regularly scheduled hours
of work for such employee during such Offering.
6.02. Option Price The option price of stock purchased made during
such annual offering for a participant therein shall be the lower of:
(a) 85% of the closing price of the stock on the Offering
Commencement Date or the nearest prior business day on which trading
occurred on the NASDAQ SmallCap Market; or
(b) 85% of the closing price of the stock on the Offering
Termination Date or the nearest prior business day on which trading
occurred on the NASDAQ SmallCap Market. If the Common Stock of the
Company is not
<PAGE> 5
admitted to trading on any of the aforesaid dates for which closing
prices of the stock are to be determined, then reference shall be made
to the fair market value of the stock on that date, as determined on
such basis as shall be established or specified for the purpose by the
Committee.
ARTICLE VII -- EXERCISE OF OPTION
7.01. a. Automatic Exercise Unless a participant gives
written notice to the Company as hereinafter provided, his option for
the purpose of stock with payroll deductions made during any offering
will be deemed to have been exercised automatically on the Offering
Termination Date applicable to such offering, for the purchase of the
number of full shares of stock which the accumulated payroll
deductions in his account at that time will purchase at the applicable
option price (but not in excess of the number of shares for which
options have been granted to the employee pursuant to Section 6.01),
and any excess in his account at that time will be returned to him.
b. Non-Automatic Exercise For those Participants not
electing payroll deduction, the Company will notify the Participant as
soon as possible after the Offering Termination Date of the amount of
shares that the Participant is eligible to purchase and the exercise
price per share. Said participant will have ten days to exercise the
Option by delivering written notice of exercise along with the
purchase price for the shares to the Plan Administrator.
7.02. Withdrawal of Account By written notice to the Treasurer of the
Company, at any time prior to the Offering Termination Date applicable
to any Offering, a participant may elect to withdraw all the
accumulated payroll deductions in his account at such time.
7.03. Fractional Shares Fractional shares will not be issued under
the Plan and any accumulated payroll deductions which would have been
used to purchase fractional shares will be returned to any employee
promptly following the termination of an Offering, without interest.
7.04. Transferability of Option During a participant's lifetime,
options held by such participant shall be exercisable only by that
participant.
<PAGE> 6
7.05 Delivery of Stock As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each
participant, as appropriate, written notice of the stock purchased
upon exercise of his option. The Company will hold the stock
certificate(s) on behalf of each participant until the participant
provides written notice to the Company that the participant desires to
sell the stock, whereupon the Company will promptly deliver the
certificate(s) to the participant.
ARTICLE VIII -- WITHDRAWAL
8.01. In General As indicated in Section 7.02, a participant may
withdraw payroll deductions credited to his account under the Plan at
any time by giving written notice to the Treasurer of the Company. All
of the participant's payroll deductions credited to his account will
be paid to him promptly after receipt of his notice of withdrawal, and
no further payroll deductions will be made from his pay during such
Offering. The Company may, at its option, treat any attempt to borrow
by an employee on the security of his accumulated payroll deductions
as an election, under Section 3.02, to withdraw such deductions.
8.02. Effect on Subsequent Participation A participant's withdrawal
from any Offering will not have any effect upon his eligibility to
participate in any succeeding Offering or in any similar plan which
may hereafter be adopted by the Company.
8.03. Termination of Employment Upon termination of the participant's
employment for any reason, including retirement (but excluding death
while in the employ of the Company or continuation of a leave of
absence for a period beyond 90 days), the payroll deductions credited
to his account will be returned to him, or, in the case of his death
subsequent to the termination of his employment, to the person or
persons entitled thereto under Section 12.01.
8.04. Termination of Employment Due to Death Upon termination of the
participant's employment because of his death, his beneficiary (as
defined in Section 12.01) shall have the right to elect, by written
notice given to the Treasurer of the Company prior to the earlier of
the Offering Termination Date or the expiration of a period of sixty
(60) days commencing with the date of the death of the participant,
either: (a) to withdraw all of the payroll deductions credited
<PAGE> 7
to the participant's account under the Plan, or (b) to exercise the
participant's option for the purchase of stock on the Offering
Termination Date next following the date of the participant's death
for the purchase of the number of full shares of stock which the
accumulated payroll deductions in the participant's account at the
date of the participant's death will purchase at the applicable option
price, and any excess in such account will be returned to said
beneficiary, without interest. In the event that no such written
notice of election shall be duly received by the office of the
Treasurer of the Company, the beneficiary shall automatically be
deemed to have elected, pursuant to paragraph (b), to exercise the
participant's option.
8.05. Leave of Absence A participant on leave of absence shall,
subject to the election made by such participant pursuant to Section
5.04, continue to be a participant in the Plan so long as such
participant is on continuous leave of absence. A participant who has
been on leave of absence for more than 90 days and who therefore is
not an employee for the purpose of the Plan shall not be entitled to
participate in any offering commencing after the 90th day of such
leave of absence. Notwithstanding any other provisions of the Plan,
unless a participant on leave of absence returns to regular full time
or part time employment with the Company at the earlier of: (a) the
termination of such leave of absence or (b) three months from the 90th
day of such leave of absence, such participant's participation in the
Plan shall terminate on whichever of such dates first occurs.
ARTICLE IX -- INTEREST
9.01. Payment of Interest No interest will be paid or allowed on any
money paid into the Plan or credited to the account of any participant
employee.
ARTICLE X -- STOCK
10.01. Maximum Shares The maximum number of shares which shall be
issued under the Plan (subject to adjustment upon changes in
capitalization of the Company as provided in Section 12.04) shall be
200,000 shares in each annual Offering plus in each Offering all
unissued shares from prior Offerings, whether offered or not, not to
exceed 500,000 shares for all Offerings. If the total number of shares
for which options are exercised on any Offering Termination Date
<PAGE> 8
in accordance with Article VI exceeds the maximum number of shares for
the applicable offering, the Company shall make a pro rata allocation
of the shares available for delivery and distribution in a nearly as
uniform manner as shall be practicable and as it shall determine to be
equitable, and the balance of payroll deductions credited to the
account of each participant under the Plan shall be returned to him as
promptly as possible.
10.02. Participant's Interest in Option Stock The participant will
have no interest in stock covered by his option until such option has
been exercised.
10.03. Registration of Stock Stock to be delivered to a participant
under the Plan will be registered in the name of the participant, or,
if the participant so directs by written notice to the Treasurer of
the Company prior to the Offering Termination Date applicable thereto,
in the names of the participant and one such other person as may be
designated by the participant, as joint tenants with rights of
survivorship or as tenants by the entireties, to the extent permitted
by applicable law.
10.04. Restrictions on Exercise The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that
the shares of Common Stock reserved for issuance upon the exercise of
the option shall have been duly listed, upon official notice of
issuance, upon a stock exchange, and that either: (a) a Registration
Statement under the Securities Act of 1933, as amended, with respect to
said shares shall be effective, or (b) the participant shall have
represented at the time of purchase, in form and substance
satisfactory to the Company, that it is his intention to purchase the
shares for investment and not for resale or distribution.
ARTICLE XI -- ADMINISTRATION
11.01. Appointment of Committee The Board of Directors may appoint a
committee (the "Committee") to administer the Plan, which shall
consist of no fewer than three members of the Board of Directors.
The Treasurer of the Company shall be designated the "Plan
Administrator" for the purpose of sending and receiving notices
regarding Plan participation.
11.02. Authority of Committee Subject to the express provisions of
the Plan, the Committee shall have
<PAGE> 9
plenary authority in its discretion to interpret and construe any and
all provisions of the Plan, to adopt rules and regulations for
administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee's
determination on the foregoing matters shall be conclusive.
11.03. Rules Governing the Administration of the Committee The Board
of Directors may from time to time appoint members of the Committee in
substitution for or in addition to members previously appointed and
may fill vacancies, however caused, in the Committee. The Committee
may select one of its members as its Chairman and shall hold its
meetings at such times and places as it shall deem advisable and may
hold telephonic meetings. A majority of its members hall constitute a
quorum. All determinations of the Committee shall be made by a
majority of its members. The Committee may correct any defect or
omission or reconcile any inconsistency in the Plan, in the manner and
to the extent it shall deem desirable. Any decision or determination
reduced to writing and signed by a majority of the members of the
Committee shall be as fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may
appoint a secretary and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.
ARTICLE XII -- MISCELLANEOUS
12.01. Designation of Beneficiary A participant may file a written
designation of a beneficiary who is to receive any stock and/or cash.
Such designation of beneficiary may be changed by the participant at
any time by written notice to the Treasurer of the Company. Upon the
death of a participant and upon receipt by the Company of proof of
identity and existence at the participant's death of a beneficiary
validly designated by him under the Plan, the Company shall deliver
such stock and/or cash to such beneficiary. In the event of the death
of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such
participant's death, the Company shall deliver such stock and/or cash
to the executor or administrator of the estate of the participant, or
if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver
such stock and/or cash to the spouse or to any one or more
<PAGE> 10
dependents of the participant as the Company may designate. No
beneficiary shall, prior to the death of the participant by whom he
has been designated, acquire any interest in the stock or cash
credited to the participant under the Plan
12.02. Transferability Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an
option or to receive stock under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the
participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Section
7.02.
12.03. Use of Funds All payroll deductions received or held by the
Company under this Plan may be used by the Company for any corporate
purpose and the Company shall not be obligated to segregate such
payroll deductions.
12.04. Adjustment Upon Changes in Capitalization (a) If, while any
options are outstanding, the outstanding shares of Common Stock of the
Company have increased, decreased, changed into, or been exchanged for
a different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization, reclassification,
stock split, reverse stock split or similar transaction, appropriate
and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are subject to purchase under
outstanding options and on the option exercise price or prices
applicable to such outstanding options. In addition, in any such
event, the number and/or kind of shares which may be offered in the
Offerings described in Article IV hereof shall also be proportionately
adjusted. No adjustments shall be made for stock dividends. For the
purposes of this Paragraph, any distribution of shares to shareholders
in an amount aggregating 20% or more of the outstanding shares shall
be deemed a stock split and any distributions of shares aggregating
less than 20% of the outstanding shares shall be deemed a stock
dividend.
(b) Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not
<PAGE> 11
the surviving corporation, or upon a sale of substantially all of the
property or stock of the Company to another corporation, the holder of
each option then outstanding under the Plan will thereafter be
entitled to receive at the next Offering Termination Date upon the
exercise of such option for each share as to which such option shall
be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common
stock was entitled to receive upon and at the time of such
transaction. The Board of Directors shall take such steps in
connection with such transactions as the Board shall deem necessary to
assure that the provisions of this Section 12.04 shall thereafter be
applicable, as nearly as reasonably may be determined, in relation to
the said cash, securities and/or property as to which such holder of
such option might thereafter be entitled to receive.
12.05. Amendment and Termination The Board of Directors shall have
complete power and authority to terminate or amend the Plan; provided,
however, that the Board of Directors shall not, without the approval
of the stockholders of the Corporation (i) increase the maximum number
of shares which may be issued under any Offering (except pursuant to
Section 12.04); (ii) amend the requirements as to the class of
employees eligible to purchase stock under the Plan or permit the
members of the Committee to purchase stock under the Plan. No
termination, modification, or amendment of the Plan may, without the
consent of an employee then having an option under the Plan to
purchase stock, adversely affect the rights of such employee under
such option.
12.06. Effective Date The Plan shall become effective as of June 1,
1997, subject to approval by the holders of the majority of the Common
Stock present and represented at a special or annual meeting of the
shareholders held on or before December 31, 1997. If the Plan is not
so approved, the Plan shall not become effective.
12.07. No Employment Rights The Plan does not, directly or
indirectly, create any right for the benefit of any employee or class
of employees to purchase any shares under the Plan, or create in any
employee or class of employees any right with respect to continuation
of employment by the Company, and it shall not be deemed to interfere
in any way with the Company's right to terminate, or otherwise modify,
an employee's employment at any time.
<PAGE> 12
12.08. Effect of Plan The provisions of the Plan shall, in accordance
with its terms, be binding upon, and inure to the benefit of, all
successors of each employee participating in the Plan, including,
without limitation, such employee's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
employee.
12.09. Governing Law The law of the State of Delaware will govern all
matters relating to this Plan except to the extent it is superseded by
the laws of the United States.
<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
May 23, 1997
