<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1996.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------
T/SF COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1341805
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2407 EAST SKELLY DRIVE
TULSA, OKLAHOMA 74105
(Address of principal executive
offices including zip code)
T/SF COMMUNICATIONS CORPORATION INCENTIVE STOCK OPTION PLAN
T/SF COMMUNICATIONS CORPORATION 1994 INCENTIVE STOCK PLAN
(Full title of the plans)
--------
HOWARD G. BARNETT, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
T/SF COMMUNICATIONS CORPORATION
2407 EAST SKELLY DRIVE
TULSA, OKLAHOMA 74105
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (918) 747-2600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, 470,814 $12.16 $5,725,098 $1,735
$.10 par value.......
========================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plans.
(2) Calculated pursuant to Rule 457(h). With respect to the shares of Common
Stock being registered for which the option price is unknown, the fee is
calculated on the basis of the average of the high and low prices for the
Common Stock on the American Stock Exchange for December 20, 1996. With
respect to the shares of Common Stock being registered for which options
are outstanding, the offering price is determined, and the fee is
calculated, on the basis of the actual option exercise price.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the
Section 10(a) Prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the "1933 Act"), and the Note to Part I of Form
S-8.
* * *
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(1) The registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which incorporates by reference, among other items,
pages 19 through 32 of the registrant's 1995 Annual Report to
Stockholders, containing the consolidated financial statements of the
registrant and its subsidiaries for the fiscal year ended December 31,
1995, together with the report thereon of Arthur Andersen LLP,
independent public accountants;
(2) The registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996;
(3) The registrant's Current Report on Form 8-K dated August 15, 1996,
and Amendment No. 1 thereto dated October 29, 1996; and
(4) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A, dated June 1, 1989,
and including any amendment or report filed for the purpose of
updating such description of the registrant's Common Stock.
In addition, all documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities offered hereby then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from their respective dates of filing. Any statement contained in
a document incorporated by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed incorporated document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Eleven of the Certificate of Incorporation of the registrant
provides that the registrant must indemnify its officers and directors to the
fullest extent permitted by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the registrant generally
has the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful.
II-1
<PAGE>
With respect to suits by or in the right of the registrant, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if the person is adjudged to be liable to the registrant unless
the court determines that indemnification is appropriate. The statute expressly
provides that the power to indemnify authorized thereby is not exclusive of any
rights granted under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The registrant also has the power to
purchase and maintain insurance for its directors and officers. The registrant
maintains directors and officers liability insurance which indemnifies the
directors and officers of the registrant against damages arising out of certain
kinds of claims which might be made against them based on their negligent acts
or omissions while acting in their capacity as such. The registrant's
Certificate of Incorporation eliminates the liability of the registrant's
directors for monetary damages for breach of their fiduciary duty as directors.
This provision, however, does not eliminate a director's liability (i) for any
breach of the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, or (iv) for any
transaction from which a director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement:
4(a)* T/SF Communications Corporation Incentive Stock Option Plan.
4(b)* Form of Stock Option Agreement under the T/SF Communications
Corporation Incentive Stock Option Plan.
4(c)** T/SF Communications Corporation 1994 Incentive Stock Plan.
4(d)*** Form of Stock Option Agreement under the T/SF Communications
Corporation 1994 Incentive Stock Plan.
5*** Opinion of Conner & Winters, A Professional Corporation.
15 Not applicable.
23(a)*** Consent of Arthur Andersen LLP.
23(b)*** Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5).
24*** Power of Attorney (included on the signature page of this Registration
Statement).
99 Not applicable.
____________
* Incorporated by reference to Exhibit 10.2 to the registrant's Registration
Statement on Form S-1, No. 33-27811, effective June 8, 1989.
** Incorporated by reference to Exhibit A to the registrant's Proxy Statement
for Annual Meeting of Stockholders dated May 23, 1994.
*** Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
II-2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 undersigned registrant hereby further undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under the
1933 Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Tulsa, State of Oklahoma on the 20th day of
December, 1996.
T/SF COMMUNICATIONS CORPORATION
By: /s/ Howard G. Barnett, Jr.
----------------------------
Howard G. Barnett, Jr.
Chairman, Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Howard G. Barnett, Jr., Robert E. Craine,
Jr. and J. Gary Mourton, and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in or about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Howard G. Barnett, Jr. Chairman, Chief Executive December 20, 1996
- -------------------------- Officer, President and Director
Howard G. Barnett, Jr. (principal executive officer)
/s/ Robert E. Craine, Jr. Executive Vice President December 20, 1996
- -------------------------- and Director
Robert E. Craine, Jr.
/s/ J. Gary Mourton Senior Vice President-Finance, December 20, 1996
- -------------------------- Chief Financial Officer and
J. Gary Mourton Treasurer (principal financial
officer and principal accounting
officer)
/s/ Martin F. Beck Director December 20, 1996
- ---------------------------
Martin F. Beck
/s/ William N. Griggs Director December 20, 1996
- ---------------------------
William N. Griggs
II-4
<PAGE>
/s/ Mark A. Leavitt Director December 20, 1996
- ---------------------------
Mark A. Leavitt
/s/ David Lloyd Jones Director December 20, 1996
- ---------------------------
David Lloyd Jones
/s/ Jenkin Lloyd Jones Jr. Director December 20, 1996
- ---------------------------
Jenkin Lloyd Jones Jr.
/s/ Robert J. Swab Director December 20, 1996
- ---------------------------
Robert J. Swab
/s/ Martin A. Vaughan Director December 20, 1996
- ---------------------------
Martin A. Vaughan
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ---------- ---------------------------------------------------------
4(a)* T/SF Communications Corporation Incentive Stock Option
Plan.
4(b)* Form of Stock Option Agreement under the T/SF
Communications Corporation Incentive Stock Option Plan.
4(c)** T/SF Communications Corporation 1994 Incentive Stock
Plan.
4(d)*** Form of Stock Option Agreement under the T/SF
Communications Corporation 1994 Incentive Stock Plan.
5*** Opinion of Conner & Winters, A Professional Corporation.
15 Not applicable.
23(a)*** Consent of Arthur Andersen LLP.
23(b)*** Consent of Conner & Winters, A Professional Corporation
(included in Exhibit 5).
24*** Power of Attorney (included on the signature page of
this Registration Statement).
99 Not applicable.
- -------------
* Incorporated by reference to Exhibit 10.2 to the registrant's Registration
Statement on Form S-1, No. 33-27811, effective June 8, 1989.
** Incorporated by reference to Exhibit A to the registrant's Proxy Statement
for Annual Meeting of Stockholders dated May 23, 1994.
*** Filed herewith.
<PAGE>
EXHIBIT 4(d)
Optionee: __________________
Shares: ____________________
Date: ______________________
NON-QUALIFIED STOCK
OPTION AGREEMENT
Under the T/SF Communications Corporation
1994 Incentive Stock Plan
-------------------------
THIS AGREEMENT, made and entered into as of __________________, by and
between T/SF Communications Corporation, a Delaware corporation (hereinafter the
"Company"), and the below named key full-time officer or employee (hereinafter
the "Optionee");
WITNESSETH:
WHEREAS, in consideration of the presently existing employment
relationship between the Company and the Optionee, and as an additional
inducement to Optionee to remain in the employ of the Company and in order to
provide a means for Optionee to acquire a proprietary interest in the Company,
it is agreed between the Company and Optionee as follows:
1. The following are definitions of certain terms as used in this Option
Agreement:
(a) "Plan" shall mean the T/SF Communications Corporation 1994
Incentive Stock Plan, including any amendments thereto.
(b) "Optionee" shall mean ______________________.
(c) "Option Shares" shall mean __________ shares of the $.10 par value
Common Stock of the Company.
(d) "Expiration Date" shall mean _________________.
(e) "Exercise Price" shall mean $______ per share.
(f) "Committee" shall mean the Committee provided for in the Plan.
<PAGE>
2. The Company hereby grants to Optionee, subject to the provisions
hereinafter contained, the right and option to purchase all or any part of the
Option Shares on or before the Expiration Date; provided, however, that said
option shall mature and first become exercisable on _________________. No
exercise as to a portion of the Option Shares shall preclude a later exercise or
exercises as to additional portions of the Option Shares. The option shall be
exercisable only (i) as provided in paragraph 3(b) hereof, (ii) during such time
as the Optionee remains in the employ of the Company, (iii) in the event of
disability (as defined in the Plan) during employment, until the earlier of the
Expiration Date or one year after the Optionee's death, or (iv) in the event of
death during employment, until the earlier of one year after the Optionee's
death or the Expiration Date; provided, however, that in the event of disability
or death, such option shall be exercisable only if such disability or death
occurred on or after _____________.
3. The foregoing option shall be subject to the following terms and
conditions:
(a) PRICE. The price to be paid for each of the Option Shares with
-----
respect to which the option is exercised, shall be the Exercise Price.
(b) EXERCISE OF OPTION. The option to purchase the Option Shares
------------------
shall be exercisable as specified herein and in the Plan. Payment of the
Exercise Price for the number of shares as to which the option is being
exercised shall be, at the discretion of Optionee, (i) by cash and in full
on the date of exercise, (ii) by the delivery of shares of Common Stock
having a Fair Market Value equal to the full amount of the Exercise Price
(iii) by the withholding by the Company from the shares of Common Stock
issuable upon exercise that number of shares having a Fair Market Value
equal to the full amount of the Exercise Price, or (iv) by a combination of
such methods. The option shall not be exercisable with respect to
fractions of a share.
(c) NOTICE OF EXERCISE. Each exercise of the option herein granted
------------------
shall be by written notice to the Company.
(d) INVESTMENT REPRESENTATION. If stock issued pursuant to exercise
-------------------------
of this option has not been registered under the Securities Act of 1933, as
amended, and in the opinion of counsel for the Company such stock can be
issued without such registration only in a so-called "private placement"
(i.e., "transactions by an issuer not involving any public offering"
-----
exempted by Section 4(a) of said Act, so that such stock constitutes so-
called "investment stock"), Optionee agrees to represent and warrant in
writing at the time of any exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute
such shares, and further agrees that shares so acquired may be
appropriately legended and will be sold or transferred only in accordance
with the rules and regulations of the Securities and Exchange Commission or
any applicable law, regulation, or rule of any governmental agency.
-2-
<PAGE>
(e) TAXES. Optionee shall pay all original issue or transfer taxes
-----
and all other fees and expenses incident to the issue, transfer, or
delivery of stock pursuant to this option.
(f) NONASSIGNABILITY. The option herein granted shall be exercisable
----------------
during Optionee's lifetime only by him, and shall not be assigned,
transferred, pledged, hypothecated, sold or otherwise disposed of, in whole
or in part, voluntarily or involuntarily, any such assignment, transfer,
pledge, hypothecation, sale or other disposition being void and of no
effect; provided, however, that said option shall be transferable by will
or the laws of descent and distribution.
(g) NO RIGHTS UNTIL ISSUE. No right to vote or receive dividends or
---------------------
any other rights as a stockholder shall exist with respect to the Option
Shares, notwithstanding the exercise of an option, until the issuance of
the stock certificates for such shares to the Optionee.
(h) ANTI-DILUTION. In the event of a merger, consolidation,
-------------
reorganization, recapitalization, stock dividend, "split-up" or other
change in the corporate structure or capitalization of the Company, the
number of Option Shares and the Exercise Price shall be subject to
appropriate adjustments.
Said option is also subject to, and by accepting and executing this Agreement
Optionee agrees to be bound by, all of the terms, provisions, limitations and
conditions of the Plan.
4. The Committee may elect to cancel the option at any time due to
serious actions of the Optionee deemed inimical to the best interests of the
Company.
5. Optionee acknowledges receipt of a copy of the Plan and represents
that he is familiar with the terms and provisions thereof and hereby accepts the
option represented hereby subject to all such terms and provisions. Optionee
hereby authorizes the Company to withhold in accordance with applicable law from
any compensation payable to him any income taxes required to be withheld by
Federal, state or local law as a result of the exercise of this option and
agrees that payment of such withholding taxes shall be a condition precedent to
the exercise of any option hereunder.
6. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
trustees, successors and assigns.
-3-
<PAGE>
EXECUTED as of the day and year first above written.
T/SF COMMUNICATIONS CORPORATION
By
----------------------------------------
Title:
------------------------------------
-------------------------------------------
Optionee:
-4-
<PAGE>
EXHIBIT 5
[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
December 20, 1996
T/SF Communications Corporation
2407 East Skelly Drive
Tulsa, Oklahoma 74105
Re: T/SF Communications Corporation
Registration Statement on Form S-8 (the "Registration Statement")
-----------------------------------------------------------------
Gentlemen:
We have acted as counsel to T/SF Communications Corporation, a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of the
Registration Statement relating to an aggregate of 470,814 shares of Common
Stock, par value $.10 per share, of the Company (the "Shares"), issuable upon
the exercise of options or pursuant to awards granted, or which may from time to
time be granted, to executives and selected key employees of the Company or its
subsidiaries pursuant to the T/SF Communications Corporation Incentive Stock
Option Plan and the T/SF Communications Corporation 1994 Incentive Stock Plan
(collectively, the "Plans").
We have examined the Registration Statement being filed contemporaneously
herewith. We have also examined and are familiar with an original or copy, the
authenticity of which has been established to our satisfaction, of each of the
Plans and all such documents, corporate records, and other instruments as we
have deemed necessary to express the opinion herein set forth. We understand
that the Company will only grant restricted stock awards, if any, under the
Company's 1994 Incentive Stock Plan to employees who have been employed by the
Company or its subsidiaries for at least six months.
<PAGE>
CONNER & WINTERS
T/SF Communications Corporation
December 20, 1996
Page 2
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plans and applicable authorized forms of agreement thereunder, will be
validly issued, fully paid, and non-assessable.
We consent to the Company's filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement.
Very truly yours,
CONNER & WINTERS,
A Professional Corporation
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 1, 1996
included in T/SF Communications Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
December 20, 1996
