As filed with the Securities and Exchange
Commission on May 10, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GRAFF PAY-PER-VIEW INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2917462
(State of (I.R.S. employer
incorporation) identification number)
536 BROADWAY, NEW YORK, NEW YORK 10012
(212) 941-1434
(Address and telephone number of Registrant's principal
executive offices)
------------
1995 EMPLOYEES' STOCK OPTION PLAN
AMENDED DIRECTORS' STOCK OPTION PLAN
1995 RESTRICTED STOCK INCENTIVE PLAN
(Full title of the Plans)
J. ROGER FAHERTY, CHAIRMAN
GRAFF PAY-PER-VIEW INC.
536 BROADWAY, NEW YORK, NEW YORK 10012
(212) 941-1434
(Name, address and telephone number of agent for service)
Copies to:
MICHAEL D. DIGIOVANNA, ESQ.
PARKER DURYEE ROSOFF & HAFT
529 FIFTH AVENUE, NEW YORK, NEW YORK 10017
(212) 599-0500
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
<CAPTION>
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
UNIT2 PRICE2
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock 627,0001 $2.6875 $1,685,063 $581
- ------------------------ -------------------- ----------------------- ------------------------ ----------------------
</TABLE>
(1) Includes 400,000 shares of the Company's common stock, $.01 par value
("Common Stock") under the 1995 Employees' Stock Option Plan, 50,000
shares of Common Stock under the Amended Directors' Stock Option Plan
and 177,000 shares of Common Stock under the 1995 Restricted Stock
Incentive Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h).
Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to 50,000
shares of Common Stock of the Registrant issuable upon exercise of options
granted or to be granted pursuant to the Directors' Stock Option Plan (now
referred to as the Amended and Restated Directors' Stock Option Plan ) and
initially included in the Registration Statement on Form S-8 (File No. 33-
82974), effective on August 18, 1994. An aggregate filing fee of $2,000 was
previously paid with such earlier Registration Statement.
<PAGE>
- ------------------------------------------------------------------------------
PART II
- ------------------------------------------------------------------------------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Graff Pay-Per-View Inc.
(the "Registrant") with the Commission (File
No. 0-21150) are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995, as amended by a Form 10K/A-1; and
(b) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated January 26, 1993 filed with the
Commission.
All reports and other document subsequently filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the effective date of this Registration
Statement and prior the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby 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 the filing of such documents (such documents and the documents listed
above are referred to as "Incorporated Documents"). Any statement contained in
the Incorporated Documents shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statements so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock of Registrant is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, subject to
various exceptions and limitations, the Registrant may indemnify its directors
or officers if such director or officer is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by
or in the right of the Registrant by reason of the fact that he is or was
director or officer of the Registrant, or is or was serving at the request of
the Registrant as a director or officer of another corporation) against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Registrant, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful, except, in the case of an action by or in the right of the
Registrant to procure a judgment in its favor, as to any matter which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty. The Registrant shall indemnify its directors or
officers to the extent that they have been successful on the merits or otherwise
in defense of any such action, suit or proceeding, or in the defense of any
claim, issue or matter therein, against expenses (including attorney's fees)
actually and reasonably incurred by them in connection therewith. In addition,
Delaware law permits a corporation to limit or eliminate the liability of a
director to the corporation and its shareholders for negligent breaches of such
directors' fiduciary duties in certain circumstances. The foregoing statement is
qualified in its entirety by the detailed provisions of Sections 145 and 102 of
the Delaware General Corporation Law.
The Registrant's Certificate of Incorporation and By-laws contain
provisions with respect to the indemnification of directors and officers which
provide for indemnification and limitation or elimination of liabilities to the
full extent provided by Delaware law as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.01 - 1995 Employee's Stock Option Plan.
Incorporated by reference to Exhibit 1 to
the Registrant's Proxy Statement (the
"1995 Proxy Statement") for its Annual
Meeting of Stockholders held June 21, 1995.
4.02 - Amended and Restated Directors' Stock
Option Plan.
4.03 - 1995 Restricted Stock Incentive Plan.
5.01 - Opinion of Parker Duryee
Rosoff & Haft as to the legality of
securities issued under the 1995 Employees'
Stock Option Plan, the Amended Directors'
Stock Option Plan, the 1995 Restricted Stock
Incentive
Plan, including consent of such counsel.
23.01 - Consent of Coopers & Lybrand L.L.P.
23.02 - Consent of Price Waterhouse LLP
ITEM 9. UNDERTAKINGS
(A) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;.
(iii) 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;"
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
(B) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
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 by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on May 10, 1996.
GRAFF PAY-PER-VIEW INC.
By: /S/J. ROGER FAHERTY
-------------------------
J. Roger Faherty,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
/S/ J. ROGER FAHERTY Chief Executive May 10, 1996
- --------------------------- and Financial Officer and
J. Roger Faherty Chairman of the Board
(Principal Executive,
Financial and Accounting
Officer)
/S/ EDWARD M. SPECTOR President, Chief May 10, 1996
- --------------------------- Operating Officer
Edward M. Spector and Director
/S/ LELAND H. NOLAN Director May 10, 1996
- ---------------------------
Leland H. Nolan
/S/ MARK GRAFF Director May 10, 1996
- ---------------------------
Mark Graff
/S/ MARVIN SMALL Director May 10, 1996
- ---------------------------
Marvin Small
/S/ DEAN ERICSON Director May 10, 1996
- ---------------------------
Dean Ericson
<PAGE>
EXHIBIT 4.02
GRAFF PAY-PER-VIEW INC.
AMENDED AND RESTATED
DIRECTORS' STOCK OPTION PLAN
1. The Plan. The Non-Employee Directors' Stock Option Plan (the "Plan")
is intended to strengthen the ability of Graff Pay-Per-View Inc. (the
"Corporation") to attract and retain the services of persons having the breadth
of professional arid business experience who, through their efforts and
expertise, can make a significant contribution to the success of the
Corporation's business by serving as members of the Corporation's Board of
Directors and to provide additional incentive for such directors to continue to
work for the best interests of the Corporation and its stockholders through
ownership of its Common Stock, par value $.01 per share (the "Stock").
Accordingly, the Company will grant to each eligible director (the "Optionee")
options (the "Option") to purchase shares of Stock on the terms and conditions
hereinafter set forth.
2. Stock Subject to the Plan. Subject to the provisions of Section 11
hereof, the total number of shares of Stock which may be issued pursuant to
Options granted under the Plan shall 100,000. Such shares of Stock may be, in
whole or in part, either authorized and unissued shares or treasury shares as
the Board of Directors of the Corporation (the "Board") shall from time to time
determine. If an Option shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares covered thereby shall (unless the
Plan shall have been terminated) again be available for Options under the Plan.
3. Administration of the Plan. The Plan shall be administered by the
Board. The Board shall have plenary authority, subject to the express provisions
of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules
and regulations relating to the Plan and to take such other action in connection
with the Plan as it deems necessary or advisable; provided however, that the
grant of Options under the Plan, the exercise price of such Options and the
timing and manner in which such Options become exercisable shall not be subject
to discretion by the Board but shall be governed by the terms of the Plan. The
interpretation and construction by the Board of any provisions of the Plan or of
any Option granted thereunder shall be final, and no member of the Board shall
be liable for any action or determination made in good faith with respect to the
Plan or any Option granted thereunder.
4. Directors Eligible for Options; Grant of Options.
A. Each director of the Corporation who is not an employee of the
Corporation (the "Eligible Directors"), shall be eligible for Options under this
Plan.
B. Subject to Section 12, an Option to purchase 10,000 shares of Stock
shall automatically be granted under the Plan each year on the last day of the
Corporation's fiscal year, commencing with the fiscal year ending December 31,
1995, to each Eligible Director serving on the Board from and after said date.
Each Option granted under this subsection B shall be exercisable as to 50% of
the number of shares of Stock covered thereby on the first anniversary of the
grant of such Option and as to the balance on the second anniversary of the
grant of such Option. The exercise price of each Option granted under this
subsection B shall be the fair market value (as hereinafter defined) of Stock
covered thereby on the date the Option is granted (the "Determination Date").
C. For purposes of this Plan, the fair market value shall be:
(i) if the Stock is listed on a securities exchange,
the closing price of the Stock on the largest principal securities exchange
on the Determination Date, or, if there shall have been no sales on any such
exchange on such Determination Date, the mean of the highest bid and lowest
asked prices on such securities exchange on such Determination Date; or
(ii) if the Stock is not listed on a securities
exchange, the closing price of the Stock on the National Market System of
the National Association of Securities Dealers, Inc., Automated Quotation System
("NASDAQ"), or, if there shall have been no sales on such Determination Date on
the NASDAQ National Market System, the mean of the highest bid and lowest asked
prices of the Stock on the NASDAQ National Market System on the Determination
Date: or
(iii) if the Common Stock is not listed on a securities
exchange or the NASDAQ National Market System, the mean of the highest bid and
lowest asked prices of the Stock on the Determination Date as quoted in the
NASDAQ System; or
(iv) if the Common Stock is not quoted in the NASDAQ System,
the mean of the highest bid and lowest asked prices of the Stock on the
Determination Date in the over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization.
5. Term of Plan. The Plan shall terminate on, and no Options shall
be granted after, March 30, 2004, provided that the Board may at any time
terminate the Plan prior thereto.
6. Term of Options. The term of each Option granted under this Plan
shall be for a period of ten years from the date of granting thereof.
7. Exercise of Options.
(a) An Option may be exercised from time to time as to any part or all
of the Stock to which the Optionee shall then be entitled provided, however,
that an Option may not be exercised (i) as to less than 100 Shares at any time
(or for the remaining Shares then purchasable under the Option, if less than 100
Shares) (ii) except by an Optionee who was an Eligible Person at all times
beginning from the date of the grant of the Option to the date three months
before exercise of the Option (except as otherwise provided in paragraph 10),
and (iii) until such Optionee executes and delivers, in form satisfactory to the
Board, a written representation to the effect that he or she is acquiring the
stock for investment and not with the intent of distributing the same (unless
such stock shall be appropriately registered under the Securities Act of 1933 or
exempt from registration).
(b) The purchase price of the Stock issuable upon exercise of an Option
shall be paid in full at the time of the exercise thereof (i) in cash or by bank
or certified check, (ii) at the discretion of the Board by the transfer to the
Corporation of shares of its Stock with a fair market value (as determined by
the Board) equal to the purchase price of the Stock issuable upon exercise of
such Option or (iii) with the approval of the Board in its sole discretion, in
cash or by certified or bank check a sum equal at least the par value of the
Stock, with the remainder of the purchase price satisfied by the issuance of an
interest-bearing promissory note or notes, in a form and having terms, including
rate of interest, satisfactory to the Board in its sole discretion.
(c) The holder of an Option shall not have any rights as a stockholder
with respect to the Stock issuable upon exercise of an Option until certificates
for such Stock shall have been delivered to him after the exercise of the
Option.
8. Non-transferability of Options. An Option shall not be
transferable otherwise than by will or the laws of descent and distribution
and is exercisable during the lifetime of the Optionee only by him.
9. Form of Option. Each Option granted pursuant to the Plan shall be
evidenced by an agreement (the "Option Agreement") which shall be in such form
as the Board shall from time to time approve. The Option Agreement shall comply
in all respects with the terms and conditions of the Plan.
10. Termination of Board Membership. In the event that an Optionee
shall cease to be a member of the Board (whether by resignation, death or
disability or otherwise), the Options of the Optionee granted pursuant to this
Plan shall be exercisable (to the extent that such Options were exercisable at
the time of termination of Board membership) at any time prior to the expiration
of a period of time not exceeding three months after such termination (or, in
the event such termination resulted from the Optionee's death, within three
months after the appointment and qualification of the legal representative of
the Optionee) by the Optionee (or, in the event such termination resulted from
the Optionee's death, by the legal representative of the Optionee) and the
balance of such Option, if any, shall be canceled. All Options so canceled shall
be available for re-grant if needed to fulfill the intent of this Plan prior to
the termination of the Plan.
11. Adjustments Upon Changes in Capitalization. In the event of changes
in the outstanding Stock of the Corporation by reason of stock dividends,
split-ups, recapitalizations, mergers, consolidations, combinations or exchanges
of shares, separations, reorganizations or liquidations, the number and class of
shares available under the Plan, the number and class of shares or the amount of
cash or other assets or securities available upon the exercise of any Option
granted hereunder and the number of shares as to which Options are to be granted
to an Optionee shall be correspondingly adjusted, to the end that Optionee's
proportionate interest in the Corporation, any successor thereto or in the cash,
assets or other securities into which shares are converted or exchanged shall be
maintained to the same extent, as near as may be practicable, as immediately
before the occurrence of any such event. All references in this Plan to "Stock"
from and after the occurrence of such event shall be deemed for all purposes of
this Plan to refer to such other class of shares or securities issuable upon the
exercise of Options granted pursuant hereto
12. Stockholder Approval. This Plan is subject to, and no Options
shall be exercisable hereunder until, the approval of this Plan by the
holders of shares representing a majority of the votes represented by all
classes of the Corporation's voting common equity voting at a duly held meeting
of the stockholders of the Corporation within twelve months after the date of
the adoption of the Plan by the Board.
13. Amendment of the Plan. The Board shall have complete power and
authority to modify or amend the Plan (including the form of Option Agreement)
from time to time in such respects as it shall deem advisable; provided,
however, that the Board shall not, without the approval of the votes represented
by a majority of the outstanding Stock of the Corporation present or represented
at a meeting duly held in accordance with the applicable laws of the
Corporation's jurisdiction of incorporation and entitled to vote at a meeting of
the stockholders or by the written consent of stockholders owning stock
representing a majority of the votes of the Corporation's outstanding Stock (i)
increase the maximum number of shares which in the aggregate are subject to
Options under the Plan (except as provided by Section 11 ), (ii) extend the term
of the Plan or the period during which Options may be granted or exercised,
(iii) reduce the Option exercise price below 100% of the fair market value of
the Stock issuable upon exercise of Options at the time of the granting thereof,
other than to change the manner of determining the fair market value thereof,
(iv) materially increase the benefits accruing to participants under the Plan,
or (v) modify the requirements as to eligibility for participating in the Plan.
Notwithstanding anything to the contrary therein contained, the Plan may not be
amended in any respect more than once during any six month period, except for
amendments required to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act and rules promulgated thereunder. No
termination or amendment of the Plan shall, without the consent of the
individual Optionee, adversely affect the rights of such Optionee under an
Option theretofore granted to him or under such Optionee's Option Agreement.
14. Taxes. The Corporation may make such provisions as it may deem
appropriate for the withholding of any taxes which it determines is required in
connection with any Options granted under the Plan. The Corporation may further
require notification from the Optionee upon any disposition of Stock acquired
pursuant to the exercise of Options granted hereunder.
<PAGE>
EXHIBIT 4.03
GRAFF PAY-PER-VIEW INC.
1995 RESTRICTED STOCK INCENTIVE PLAN
1. PURPOSE
The purpose of the Graff Pay-Per-View Inc. Restricted Stock Incentive Plan
("Plan") is to benefit Graff Pay-Per-View Inc. ("GPPV") and its majority-owned
subsidiaries and affiliated entities (collectively referred to as the
"Company"). The Plan provides for the award of shares of common stock of GPPV to
those officers and key employees of the Company who make substantial
contributions to the Company by their ability, loyalty, industry and invention.
The Company intends that the Plan will thereby facilitate securing, retaining
and motivating management employees of high caliber and potential.
2. ADMINISTRATION
The Plan will be administered by the Company's Compensation Committee
("Committee"), whose current members are Marvin Small and Dean Ericson, both of
whom are nonemployee directors of the Company and therefore ineligible to
personally receive an award under the Plan or any other similar plan of the
Company. Without limiting the foregoing, the Committee shall have full and final
discretion to interpret the provisions of the Plan; to decide all questions of
fact arising from its application; to adopt rules governing its execution and
administration; to determine the employees to whom awards will be made under the
Plan; to determine the size and terms of each such award; to determine the time
when awards will be granted; and to make all other determinations necessary or
advisable for the administration of the Plan.
3. EXPENSES TO ADMINISTER PLAN
All costs and expenses incurred in the operation and administration of this Plan
will be borne by the Company.
4. SHARES SUBJECT TO PLAN
The shares that will be issued under the Plan will not exceed in the aggregate
177,000 shares of common stock of the GPPV. Such shares may be authorized and
unissued shares or treasury shares. Except as otherwise provided herein any
shares which are awarded and subsequently forfeited will again be available
under the Plan.
<PAGE>
5. PARTICIPANTS
Participants will be selected by the Committee, after considering
recommendations by Company officers, from among those key employees whose
decisions, actions and counsel significantly impact the profitability of the
Company. Directors of the Company who are not otherwise officers or employees of
the Company will not be eligible to participate in the Plan.
6. AWARDS
Awards under the Plan will be in the form of shares of common stock of GPPV,
restricted as to transfer and subject to forfeiture, and will be evidenced by
restricted stock agreements in such form and not inconsistent with the Plan as
the Committee will approve from time to time, which agreements will contain in
substance the following terms and conditions:
(A) RESTRICTION PERIOD
Excepting the conditions set forth in paragraphs (f) and (g) of this section,
shares awarded pursuant to the Plan will vest in five years from their issue
date. However, the Committee shall have the discretion to permit an acceleration
of the expiration of the applicable restriction periods with respect to any part
of all of the shares awarded to a participant, but in no event will the shares
awarded under the plan vest for a minimum period of one year following any
award.
(B) RESTRICTIONS UPON TRANSFER
Shares awarded under the Plan, and the right to vote such shares and to receive
dividends thereon, may not be sold, assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered, except as herein provided, during the
restriction period applicable to such shares. Notwithstanding the foregoing, and
except as otherwise provided in the Plan, the participant shall have all the
other rights of a stockholder including, but not limited to, the right to
receive dividends and the right to vote such shares.
(C) CERTIFICATES
Each certificate issued in respect of shares awarded to a participant will be
deposited with the Company, or its designee, and will bear the following legend:
"This certificate and the shares of stock represented hereby
are subject to the terms and conditions (including risk of
forfeiture and restrictions against transfer) contained in the
Graff Pay-Per-View Inc. 1995 Restricted Stock Incentive Plan
and in an agreement entered into between the registered owner
and Graff Pay-Per-View Inc. ("Agreement"). Release from such
terms and conditions will apply only in accordance with the
provisions of the Plan and Agreement, a copy of each of which
is on file in the office of the Secretary of Graff
Pay-Per-View Inc."
(D) LAPSE OF RESTRICTIONS
The Agreement will specify the terms and conditions upon which any restrictions
upon any shares awarded under the Plan shall lapse, as determined by the
Committee. Upon the lapse of such restrictions, shares of common stock, free of
any restrictive legend (other than any legend required under pertinent
securities laws, rules and regulations) will be issued to the participant or his
legal representative. The Committee may, in its sole discretion, and subject to
such terms and conditions as it deems appropriate, provide for the repurchase of
shares by the Company upon the lapse of restrictions thereon. The price to be
paid by the Company for the repurchase of any shares will be the fair market
value of the shares repurchased. Should it decide to repurchase any shares, the
Company shall notify the participant of the number of shares to be repurchased
not less than 15 days prior to the date on which restrictions lapse as to any
such shares. For purposes of the Plan, "fair market value" will be defined as
the closing price of GPPV's common stock if listed on a national securities
exchange including The Nasdaq National Market or the mean between the closing
bid and offered prices on The Nasdaq Small Cap Market or any other market
system, on the last business day on which the stock was traded prior to the day
restrictions upon the repurchased shares lapsed.
(E) TERMINATION PRIOR TO LAPSE OF RESTRICTIONS
If the Company terminates a participant's employment prior to the lapse of
restrictions applicable to any shares awarded to such participant, all shares
which are still subject to unlapsed restrictions shall be repurchased by the
Company at a price equal to the par value of such shares, and neither the
participant nor any successors, heirs, assigns or personal representatives of
such participant will thereafter have any further rights or interest in such
shares.
(F) EARLY TERMINATION OF RESTRICTIONS
Notwithstanding any restriction provided for in this Plan or any Agreement
hereunder, the restrictions on the shares will lapse on a prorated basis for any
shares awarded to a participant who dies or becomes disabled. The proration will
be determined by a fraction with a numerator equal to the number of full months
elapsed from the date of any award to the date at death or disability and a
denominator equal to the total number of months of the vesting period as
originally contemplated under the award.
<PAGE>
(G) CHANGE IN CONTROL
Notwithstanding anything to the contrary in the Plan or any Agreement hereunder,
if there is a Change in Control of GPPV, as hereinafter defined, all
restrictions on shares awarded under this Plan will lapse immediately and,
subject to paragraph 6(d) hereto, all such shares (other than any legend
required under pertinent securities laws, rules and regulations) will be issued
promptly to the participant or his legal representative. A "Change in Control"
will be deemed to have occurred only if (i) a majority of GPPV's common stock is
acquired by a person or group of persons acting in concert during any 12 month
period, (ii) at least 20 % of GPPV's common stock is acquired by a person or
group of persons acting in concert during any 12 month period and a majority of
the members of GPPV's Board of Directors are replaced by directors not endorsed
by the prior Board members, or (iii) substantially all of the Company's assets
are acquired by a person or group of persons acting in concert during any 12
month period.
7. GENERAL RESTRICTIONS
If at any time the Committee determines that (i) the listing, registration or
qualification of the shares of common stock subject or related to any securities
exchange or under any state or federal law; (ii) the consent or approval of any
government regulatory body; or (iii) an agreement by an award recipient with
respect to the disposition of shares of common stock, is desirable as a
condition of such award, such award may not be made until such matters are
attended to in a manner deemed acceptable by the Committee. Furthermore, each
award under the Plan will be subject to the participant's submission of an
investment letter deemed satisfactory by the Company and its counsel.
8. RIGHTS TO TERMINATE EMPLOYMENT
Nothing in the Plan or in any agreement entered into pursuant to the Plan will
confer upon any participant the right to continue in the employment of the
Company or affect any right which the Company may have to terminate the
employment of such participant.
9. WITHHOLDING
Whenever the Company proposes or is required to issue or transfer shares of
common stock under the Plan, the Company shall have the right to require the
recipient to remit to the Company an amount sufficient to satisfy all federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate(s) for such shares.
10. NON-UNIFORM DETERMINATIONS
The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such award, the terms and provisions of such awards and the agreements
evidencing same) need not be uniform and may be made selectively among persons
who receive, or are eligible to receive, awards under the Plan, whether or not
such persons are similarly situated.
11. ADJUSTMENTS
If there is any change in the outstanding common stock of the GPPV by reason of
a stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, tender offer, exchange of shares or the like, the
Committee shall adjust the number of shares which may be issued under the Plan
and in the Committee's sole and absolute discretion, shall provide for the
equitable adjustment of any shares for the protection of, outstanding awards
still subject to restrictions under this Plan. If GPPV is reorganized,
consolidated or merged with another corporation, or if all or substantially all
of the assets of GPPV are sold or exchanged, the holder of any shares issued
hereunder, which are still subject to restrictions under this Plan, at the time
of the occurrence of such a corporate event, shall then be entitled to receive
the same amount of property, cash or securities as he would have been entitled
to receive upon the occurrence of such event as if such restrictions did not
exist, provided, however, that such property, cash or securities shall continue
to be subject to the same restrictions as provided under this Plan, it being
understood that unless otherwise specifically approved by the Committee, such
change shall not eliminate, alter or otherwise effect any of the restrictions
hereunder, which restrictions shall continue to apply to any such exchanged
shares, property or cash.
12. EFFECT ON OTHER PLANS
Participation in this Plan will not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company and awards
pursuant to this Plan will not be used in determining the benefits or level of
benefits, to be provided under any other plan of the Company, unless
specifically provided otherwise.
13. AMENDMENT
The Committee may discontinue or amend the Plan at any time, except that without
shareholder approval, the Committee may not increase the maximum number of
shares which may be issued under the Plan (other that increases pursuant to
paragraph 11 hereof) nor extend the duration of the Plan. The termination or any
modification or amendment of the Plan will not, without the consent of a
participant, affect his rights under an award previously granted.
14. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan will become effective when adopted by the Board of Directors, but no
shares awarded under the Plan will vest unless and until the Plan is approved by
the Company's shareholders. If such approval is not obtained within 12 months
after the date of the Board's adoption of the Plan, then any award previously
made under the Plan will terminate and no further awards will be made. Subject
to such limitation, restricted stock may be awarded under the Plan at any time
after the effective date and before the date fixed herein for termination of the
Plan. Unless sooner terminated in accordance with Section 6 hereof, the Plan
will terminate upon the earlier of (i) the tenth anniversary of the date of its
adoption by the Board of Directors or (ii) the date on which all shares
available for issuance under the Plan are issued pursuant thereto and fully
vested.
15. LIABILITY OF THE COMPANY
The Company's liability under this Plan and any sale made hereunder is limited
to the obligations set forth with respect to such sale and nothing in this Plan
will be construed to impose any liability on the Company in favor of the
purchaser with respect to any loss, cost, or expense which the purchaser may
incur in connection with, or arising out of, any transaction in connection
therewith.
EXHIBIT 5.01
(Letterhead of Parker Duryer Rosoff & Haft)
May 9, 1996
Graff Pay-Per-View, Inc.
536 Broadway
New York, NY 10012
RE: Regstration of 627,000 shares of Common stock, par value $.01 per
share, under the Securities Act of 1933, as amended
Ladies and Gentlemen:
In our capacity as counsel to Graff Pay-Per-View, Inc., a
Delaware corporation (the "Company"), we have been asked to render this opinion
in connction with a Registration Statement on Form S-8 being filed
contemporaneously herewith by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), covering an aggregate of 627,000 shares of Common Stock, par value
$.01 per share, of the Company (the "Stock") to be issued pursuant to the
Company's 1995 Employees' Stock Option Plan, Ameded Directors' Stock Option Plan
and the 1995 Restricted Stock Incentive Plan (collectively, the "Plans").
In that connection, we have examined the Certificate of
Incorporation, as amended, and the By-laws, as amended, of the Company, the
Registration Statement, the Plans, corporate proceedings of the Company relating
to the issuance of the Stock pursuant to the Plans, and such other instruments
and documents as we deemed relevant under the circumstances.
In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original documents of all
copies furnished to us as photstatic copies. We have also asumed that the
corporate records furnished to us by the Company include all corporate
porceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion
that the Stock has been duly and validly authorized and, when issued and paid
for as described in the Plans, will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration statement.
Very truly yours,
PARKER DURYER ROSOFF & HAFT
BY: /S/MICHAEL D. DIGIOVANNA
--------------------------
A Member of the Firm
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Graff Pay-Per-View Inc. on Form S-8 ("Registration Statement") of our report,
based in part on the reports of other auditors, dated March 8, 1996 except for
Note 2 and paragraph (a) and (e) of Note 6 as to which the dates are April 3,
1996, March 29, 1996 and April 10, 1996, respectively, on our audits of the
consolidated financial statements and financial statement schedule II of Graff
Pay-Per-View Inc. as of December 31, 1995 and 1994, and for the three years in
the period ended December 31, 1995, which report is included in the 1995 Annual
Report in the Form 10-K of Graff Pay-Per-View Inc. We also consent to the
reference to our firm under the caption "Experts" in the Registration Statement.
COOPERS & LYBRAND L.L.P.
New York, New York
May 6, 1996
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report dated
March 30, 1995 on the balance sheet at December 31, 1994 and the related
statements of operations, of stockholders' equity and of cash flows for each of
the two years in the period ended December 31, 1994 of Spector Entertainment
Group, Inc., appearing on page F-3 of Graff Pay-Per-View Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1995. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
San Diego, California
May 6, 1996
