<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE PRODUCERS ENTERTAINMENT GROUP LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4233050
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9150 Wilshire Boulevard
Beverly Hills, California 90212
(310) 285-0400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Irwin Meyer, President and Chief Executive Officer
9150 Wilshire Blvd.
Beverly Hills, California 90212
(310) 285-0400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
Melvin Katz
Maloney, Gerra, Mehlman & Katz
405 Lexington Avenue, 36th Floor
New York, New York 10174
(212) 973-6900
Approximate date of commencement of proposed sale to the public:
As soon as practicable after effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to Be Registered Be Registered Per Security Offering Price Registration Fee
- --------------------------- ------------- ------------ -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 125,000 shares $0.516(1) $64,500(1) $100.00(1)
</TABLE>
(1) These shares are to be sold by the selling stockholder at prices not
presently determinable. The offering price is estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(c) using the
average of the $0.469 closing bid and the $0.563 closing asked prices of the
Registrant's common stock on The NASDAQ Small Cap Market on October 23, 1995.
The registration fee represents the minimum registration fee payable pursuant
to Section 6(b) of the Securities Act of 1933.
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The Registrant hereby amends this Registration Statement on such dates as may
be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Total pages: 15
Exhibit Index on page 13
<PAGE> 2
Subject to Completion, Preliminary Prospectus dated ___________, 1995
PROSPECTUS
THE PRODUCERS ENTERTAINMENT GROUP LTD.
125,000 Shares of Common Stock
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS".
This Prospectus relates to 125,000 shares (the "Shares") of Common
Stock, $.001 par value per share (the "Common Stock"), of The Producers
Entertainment Group Ltd. (the "Company") which may be offered from time to time
by the Selling Stockholder named herein. See "Selling Stockholder." The Common
Stock is quoted on the NASDAQ Small Cap Market under the symbol "TPEG" and is
listed on the Boston Stock Exchange under the symbol "PCG." The closing bid
and asked prices of the Common Stock on the NASDAQ SmallCap Market on
___________, 1995 were $______ and $______, respectively. Prospective
purchasers of the Shares are urged to obtain a current price quotation.
It is anticipated that the Selling Stockholder will offer the Shares
for sale from time to time at the prices prevailing on the NASDAQ Small Cap
Market or the Boston Stock Exchange on the date of sale. The Selling
Stockholder also may sell the Shares privately, ether directly to purchasers or
through a broker or brokers. The Company shall take such actions, including
filing post-effective amendments to the Registration Statement of which this
Prospectus is a part and/or preparing supplements to this Prospectus, as shall
be required to enable the Selling Stockholder lawfully to sell the Shares
during a period terminating on the second anniversary of the date hereof.
All selling and other expenses incurred by the Selling Stockholder
will be borne by the Selling Stockholder. See "Plan of Distribution." The
Selling Stockholder, and the brokers through whom sales of the Shares are made,
if any, may be deemed to be "underwriters" within the meaning of section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"). In addition,
any profits realized by the Selling Stockholder or such brokers may be deemed
to be underwriting compensation within the meaning of the Securities Act.
The Company will receive none of the proceeds from the sale of the
Shares offered hereby. The Company estimates that the expenses of this
registration, all of which will be paid by the Company, will not exceed
$10,000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is ______________, 1995
<PAGE> 3
No person is authorized to give any information or to make any
representation not contained or incorporated by reference in this Prospectus
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or by the Selling Stockholder.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington D.C. 20549 and at the following Regional Offices of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048; Los Angeles Regional Office, 5757 Wilshire Boulevard,
Suite 500, Los Angeles, California 90036; and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act (together with all amendments, exhibits and
documents incorporated therein by reference, the "Registration Statement") with
respect to the Shares offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, of which this
Prospectus is a part, or any amendments thereto, certain portions of which have
been omitted pursuant to the Commission's rules and regulations. The
information so omitted may be obtained from the Commission's principal office
in Washington, D.C. upon payment of the fees prescribed by the Commission. Any
statements contained herein concerning the provisions of any document are not
necessarily complete and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the
Commission (File No. 0-18410) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995; and
(ii) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A and in the Company's
Restated Certificate of Incorporation filed June 24, 1993
included with the Company's current Report on Form 8-K dated
May 20, 1994.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Shares
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus. The Company will provide
without charge to each person to whom this Prospectus is delivered, upon such
person's written or oral request, a copy of any and all of the documents that
have been incorporated by reference in this Prospectus or the Registration
Statement (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Any such request
should be directed to the Corporate Secretary of The Producers Entertainment
Group Ltd., 9150 Wilshire Boulevard, Suite 205, Beverly Hills, California 90212
(telephone number (310) 285-0400).
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<PAGE> 4
RISK FACTORS
The securities offered hereby are speculative in nature and involve a
high degree of risk. Prior to making an investment decision with respect to
securities of the Company, prospective investors should carefully consider,
along with the other matters discussed in this Prospectus, the following risk
factors:
FACTORS CONCERNING THE COMPANY'S LIQUIDITY AND CAPITAL RESOURCES. The
Company's cash commitments for the forthcoming 12 months include aggregate
minimum base compensation of approximately $1,771,000 to officers and key
independent contractors of the Company and minimum office rent of approximately
$220,000 (aggregating approximately $1,991,000). The Company also incurs
overhead and other costs such as salaries, related benefits, office expenses,
professional fees and similar expenses. For the Company's fiscal year ended
June 30, 1995, general and administrative expenses, which includes compensation
and rent, aggregated approximately $4,697,000. The Company also expends funds
on the production and development of projects. Dividends on the Company's
Series A 8-1/2% Convertible Preferred Stock (the "Series A Stock") aggregate
$425,000 annually and, at the Company's option, may be paid in shares of Common
Stock or in cash. At June 30, 1995, the Company had cash and cash equivalents
of $832,754 and accounts receivable of $652,075 (aggregating $1,484,829). At
June 30, 1995, the Company also had accounts payable and accrued expenses
aggregating $847,595. The Company has no arrangements for external sources of
liquidity such as bank lines of credit. If the Company continues to report
losses and expends additional funds on development and production of projects
in excess of its current resources and future cash receipts, the Company will
be required to reduce its expenses to a level below its revenues, raise
additional capital and/or borrow funds to sustain its operations for an
additional 12 month period and any fiscal periods thereafter. If other
external sources of funds are not available to the Company and future cash
revenues are not sufficient to meet the Company's cash needs, the Company plans
to reduce the compensation of its officers, office staff and other personnel
and the number of development projects that it will fund. The Company has not
made any specific plans or entered into any agreements to reduce the level of
its expenditures in the event that such reductions become necessary.
HISTORY OF OPERATING LOSSES. For the years ended June 30, 1993, 1994
and 1995, the Company reported revenues of $7,180,569, $10,782,850 and
$5,290,745, respectively, and losses of $4,284,207, $5,489,523 and $3,593,252,
respectively, including the impact of the Company's acquisition of DSL
Productions Inc. and its affiliates (collectively, "DSL Productions") in May
1994 on a pooling of interests basis. There can be no assurance thaat the
Company will become profitable in future fiscal periods.
TELEVISION AND FEATURE FILM INDUSTRY; INTENSE COMPETITION. The
television industry is highly competitive and involves a substantial degree of
risk. The Company competes with many other television and motion picture
producers which are significantly larger and have financial resources which are
far greater than those available to the Company now or in the foreseeable
future. The television industry is also subject to technological developments,
the effects of which management is unable to predict. The television industry
is subject to governmental regulation by the Federal Communications Commission
(the "FCC"). The networks are currently limited by the Financial Interest and
Syndication Rules of the FCC in the amount of programming they may produce and
the rights which they may retain in programs. These rules were recently
relaxed in favor of the networks. The relaxation in the Financial Interest and
Syndication Rules could adversely impact the Company as a result of potential
increased competition from the networks. The Company also expects to derive
revenues from the feature film industry. The feature film industry is also
highly competitive and involves a substantial degree of risk. The Company
competes with major film studios and other independent producers, most of which
are significantly larger and have financial resources which are far greater
than those available to the Company now or in the foreseeable future. The
Company's success depends upon its ability to produce programming for
television and theatrical release. There is no assurance that the Company will
continue to acquire and develop products which can be made into successful
made-for-television movies, television series or theatrical releases in light
of the competition which the Company faces.
RELIANCE ON KEY PERSONNEL. The Company is substantially dependent
upon the services of certain of its key executives, the loss of whose services
could have a material adverse affect on the Company and its operations.
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CONTROL BY INSIDERS. The Company has agreed to issue an aggregate of
3,600,000 shares of Common Stock to certain executive officers and directors of
the Company or their affiliates which will, when issued, constitute
approximately 25% of the Company's issued and outstanding Common Stock. See
"Recent Developments--Stock Purchases" elsewhere in this Prospectus. By virtue
of their ownership of such Common Stock, such executive officers and directors
or their affiliates may, collectively, be deemed to control the Company through
the exercise of sufficient voting power to effectively control (or, at least,
exercise a significant influence upon) the election of the Company's Board of
Directors, direct the appointment of the Company's officers and, in general,
effectively determine the outcome of any corporate transaction or other matter
submitted to the Company's stockholders for approval, including mergers,
consolidations and the sale of all or substantially all of the Company's
assets, and to prevent or cause a change in control of the Company.
EFFECT OF OUTSTANDING OPTIONS, WARRANTS AND CONVERTIBLE STOCK. For
the respective terms of the outstanding options and warrants granted by the
Company and the outstanding Series A Stock, the holders thereof are given an
opportunity to profit from a rise in the market price of the Company's Common
Stock. As of the date of this Prospectus, 11,247,444 shares of Common Stock
(or an additional 117% of the outstanding Common Stock) are issuable upon the
exercise or conversion of such securities at prices ranging from $.50 to $4.00
per share. In June 1995, the Company's Board of Directors (the "Board")
adopted the Company's 1995 Stock Option Plan, subject to approval of such plan
by the Company's stockholders, pursuant to which up to 3,000,000 shares of
Common Stock may be issued to officers and employees of the Company upon the
exercise of incentive stock options and nonqualified stock options. No options
have been granted under such plan as of the date of this Prospectus. The terms
on which the Company may obtain additional financing during the respective
terms of these stock options, warrants and convertible stock may be adversely
affected by their existence. The holders of such stock options, warrants and
convertible stock may exercise or convert such securities, as the case may be,
at a time when the Company might be able to obtain additional capital through a
new offering of securities or other form of financing on terms more favorable
than those provided by such stock options, warrants and convertible stock.
POTENTIAL ANTI-TAKEOVER MEASURES. The Company is authorized to issue
"blank check" preferred stock. The Board has the authority, without
shareholder approval, to issue preferred stock in one or more series and to fix
the relative rights and preferences thereof including their redemption,
dividend and conversion rights. The ability of the Company to issue the
authorized but unissued shares of preferred stock could be utilized to impede
potential take-overs of the Company. In addition, the Company is governed by
the provisions of Section 203 of the General Corporation Law of the State of
Delaware. In general, that statute prohibits a public Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner. "Business combination" includes mergers, asset sales
and other transactions potentially resulting in a financial benefit to
stockholders. An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years did own) 15% or more of
the corporation's voting stock.
DIVIDEND POLICY. Holders of the Company's Series A Stock are entitled
to annual dividends of 8-1/2% (an aggregate of $425,000), payable quarterly in
cash or, at the Company's option, shares of Common Stock. The Company has
never paid cash dividends on its Common Stock and no cash dividends are
expected to be paid on the Common Stock in the foreseeable future.
RISKS OF LOW-PRICED STOCKS. The Commission has adopted regulations
which define a "penny stock" to be any equity security that has a market price
(as therein defined) of less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require the delivery, prior
to any transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required to
be made about commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements are required to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. The foregoing penny stock restrictions will not apply to the Company's
securities if such securities continue to be listed on the NASDAQ Small Cap
Market, as to which there can be no assurance, and have certain price and
volume information provided on a current and continuing basis or meet certain
minimum net tangible assets or average revenue criteria. In any event, even if
the Company's securities were exempt from such restrictions, it would remain
subject to Section 15(b)(6) of
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the Exchange Act, which gives the Commission the authority to prohibit any
person engaged in unlawful conduct while participating in a distribution of
penny stock from associating with a broker-dealer or participating in a
distribution of penny stock, if the Commission finds that such a restriction
would be in the public interest. If the Company's securities were to be
removed from listing on the NASDAQ Small Cap Market and/or the Boston Stock
Exchange or otherwise become subject to the existing rules on penny stocks,
the market liquidity for the Company's securities could be severely adversely
affected.
THE COMPANY
The Company, directly and through its subsidiaries, is engaged in the
acquisition, development, production and distribution of dramatic, documentary,
instructional and comedy made-for-television movies, series and miniseries and
theatrical motion pictures. The Company also engages in personal management of
the careers of performers, writers and directors.
The Company has produced programming in various genre, including the
following:
REALITY/DOCUMENTARY PROGRAMMING
The Company's reality/documentary series include 22 episodes of
Future Quest, hosted by Jeff Goldblum, which aired on the Public Broadcasting
System ("PBS"); 13 episodes of Hollywood Stuntmakers I, hosted by James
Coburn, produced for the Discovery Channel; 13 episodes of FX Masters, hosted
by Christopher Reeve, produced for the Discovery Network's Learning Channel; 26
episodes of Superstars of Action, hosted by Robert Wagner, produced for the
German broadcaster Beta-Taurus and licensed to the Learning Channel; 26
episodes of Hollywood Babylon which is currently in syndication; and 26
episodes of Forces Beyond, a contemporary "In Search Of" which is a
co-production with the Learning Channel.
"HOW TO" INSTRUCTIONAL PROGRAMMING
The Company has produced 65 episodes of Laurie Cooks Light & Easy, a
cooking show starring cookbook author Laurie Burrows Grad, which aired on the
Learning Channel; 60 episodes of Simply Style, a series about the world of
fashion and style hosted by Leah Feldon, currently airing on the Learning
Channel; and 10 episodes of Home Green Home, a series about home planting and
gardening hosted by Keely Shaye Smith, licensed to PBS.
DRAMATIC PROGRAMMING
The Company has produced the theatrical feature film What's Love Got
To Do With It for Disney's Touchstone Pictures, for which each of its stars,
Angela Bassett and Laurence Fishburne, was nominated for an Academy Award; and
four made-for-television movies, including The Price She Paid (CBS), The Secret
Passion of Robert Clayton (USA), When A Stranger Calls, Back (Showtime) and,
most recently, Against The Wall (HBO) which won an Emmy Award for Best
Director.
SITUATION COMEDY PROGRAMMING
The Company has produced 48 episodes of the CBS comedy series Dave's
World which airs on the CBS television network. Dave's World is currently
rated in the top 20 network television series. The Company has received a
renewal for 22 new episodes of this series for the Fall 1995 television season.
The Company also produces Can't Hurry Love for CBS and has received an initial
order for 13 one-half hour episodes which began airing on CBS in September
1995.
The Company's offices are located at 9150 Wilshire Boulevard, Suite
205, Beverly Hills, California 90212. Its telephone number is (310) 285-0400.
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RECENT DEVELOPMENTS
STOCK PURCHASES
In November 1995, the Company agreed to sell, subject to approval by
the Company's Board of Directors, and further subject to the vesting provisions
described below, 3,600,000 shares of its Common Stock, at a purchase price of
$.50 per share, to certain executive officers and directors of the Company or
their affiliates named below:
<TABLE>
<CAPTION>
Purchase Price ($)
----------------------------------------
Number of Shares
Name of Common Stock Recourse Non-Recourse Total
---- --------------- -------- ------------ -----
<S> <C> <C> <C> <C>
Mountaingate 2,000,000 250,000 750,000 1,000,000
Productions,
LLC(1)
Ronald Lightstone 1,500,000 187,500 562,500 750,000
Charles J. Weber 100,000 12,500 37,500 50,000
Totals 3,600,000 450,000 1,350,000 1,800,000
</TABLE>
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(1) Mountaingate Productions, LLC ("Mountaingate") is a California limited
liability company wholly-owned by Alison Meyer and Patricia Meyer, the
adult daughters of Irwin Meyer, President and Chief Executive Officer
of the Company. Mr. Meyer disclaims beneficial ownership of the
shares of Common Stock owned by Mountaingate Productions, LLC.
The purchase price for these shares of Common Stock will be paid by
the above-named purchasers by delivery of a promissory note (a "Note") by each
such purchaser to the Company. Each Note will bear interest at the rate of 7%
per annum. Twenty five percent (25%) of the principal amount of each Note
will be with recourse to the purchaser and the remaining seventy five percent
(75%) of such principal amount will be without personal recourse against the
purchaser. The entire amount of principal and accrued interest under each Note
will be secured by a pledge to the Company of the Common Stock purchased with
such Note. Twelve and one- half percent (12.5%) of the principal amount of
each Note, together with interest thereon, will be due and payable on April 1,
1997; twelve and one-half percent (12.5%) of the original principal amount of
each Note, together with interest thereon, will be due and payable on October
1, 1998; and the balance of the principal of and interest on each Note will be
due and payable on October 1, 2000.
The shares of Common Stock to be acquired by Mountaingate, Mr.
Lightstone and Mr. Weber are subject to forfeiture to the Company (with a
corresponding reduction in the applicable Note) in the event the employment of
Mr. Meyer, Mr. Lightstone or Mr. Weber, respectively, is terminated (other
than termination as a result of such person's death or disability or
termination by the Company without cause) prior to the applicable vesting date
of such shares. The Common Stock to be purchased by Mountaingate, Mr.
Lightstone and Mr. Weber will vest as follows: 50% (aggregating 1,800,000
shares) on April 1, 1996, 25% (aggregating 900,000 shares) on June 30, 1996,
and 25% (aggregating 900,000 shares) on June 30, 1997. Notwithstanding such
vesting schedule, the purchasers thereof shall be entitled to vote all of such
shares immediately upon the issuance thereof.
SELLING STOCKHOLDER
Mr. Joseph Cayre (the "Selling Stockholder") is the owner of the
125,000 Shares which are the subject of this Prospectus and constitute all of
the shares of Common Stock owned by Mr. Cayre. Mr. Cayre received the Shares
in connection with the acquisition of DSL Productions by the Company in May
1994. At the date of the acquisition of DSL
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Productions by the Company, Mr. Cayre had made loans to DSL Productions
aggregating $2,687,000. The Company has advanced DSL Productions $1,887,000
which was used to repay a portion of those loans. Mr. Cayre is entitled to
receive payments up to a maximum of $800,000 solely from revenues, as defined,
from certain completed projects. Except for any relationship that Mr. Cayre
had with DSL Productions prior to its acquisition by the Company, he has not
held any position or office with the Company or any of its predecessors or
affiliates within the past three years.
The Company and certain of its officers and directors are defendants
in an action brought by Mr. Cayre. This action claims, among other things,
that Mr. Cayre is presently due the amount payable to him solely from revenues,
as defined, received from certain television programs and other damages. The
Company denies these allegations and believes that the ultimate outcome of this
action will not have a material adverse effect on its consolidated financial
statements.
PLAN OF DISTRIBUTION
It is anticipated that the Selling Stockholder will offer the Shares
for sale at the prices prevailing on the NASDAQ Stock Market or the Boston
Stock Exchange on the date of sale. The Selling Stockholder also may sell the
Shares privately, either directly to purchasers or through a broker or brokers.
The Company shall take such actions, including the filing of such post-
effective amendments to the Registration Statement of which this Prospectus is
a part and/or preparing supplements to this Prospectus, as shall be required to
enable the Selling Stockholder lawfully to sell the Shares for a period of two
years from the date hereof.
All selling and other expenses incurred by the Selling Stockholder
will be borne by the Selling Stockholder. All costs, expenses and fees
incurred in connection with the registration of the Shares, including but not
limited to all registration and filing fees, printing expenses and fees of the
Company's counsel and accountants are being borne by the Company.
The Selling Stockholder, and the brokers through whom sales of the
Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended. In addition, any
profits realized by the Selling Stockholder or such brokers may be deemed to be
underwriting commissions.
The Company has informed the Selling Stockholder that the
anti-manipulative Rules 10b-6 and 10b-7 promulgated under the Exchange Act may
apply to his sales of Shares and has furnished the Selling Stockholder with a
copy of these rules and has informed the Selling Stockholder of the need for
delivery of a copy of this Prospectus.
There is no assurance that the Selling Stockholder will offer for sale
or sell any or all of the Shares offered by him pursuant to this Prospectus.
In the event Shares are sold by the Selling Stockholder, the Company will
receive none of the proceeds from any such sale.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers,
employees and agents to the fullest extent permitted by Delaware law. The
Company is also empowered under its Bylaws to enter into indemnification
agreements with any of such persons and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. Such provision does not eliminate the duty of care and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non- monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Company, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware
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law. The provision also does not affect a director's responsibilities under
any other law, such as the federal securities laws or federal environmental
laws.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any director,
officer, employee or other agent.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Dempsey, Liner, Yankelevitz & Johnson P.C., Los Angeles,
California.
EXPERTS
The consolidated balance sheets at June 30, 1994 and 1995 of the
Company and the consolidated statements of operations, cash flows and
stockholders' equity for the years ended June 30, 1994 and 1995 included in the
Company's Annual Report on Form 10-K for its fiscal year ended June 30, 1995
and incorporated by reference in this Prospectus and the Registration
Statement, have been included herein in reliance on the report of Kellogg &
Andelson, independent accountants, given on the authority of that firm as
experts in accounting and auditing.
8
<PAGE> 10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered:
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . $ 100
Legal fees and expenses . . . . . . . . . $5,000
Printing and filing expenses . . . . . . . $
Miscellaneous . . . . . . . . . . . . . . $
Total . . . . . . . . . . . . . . . . . . $
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation to indemnify any person who was or 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
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred 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 corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
A corporation also may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit 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 corporation. However, in such an action by or in
behalf of a corporation, no indemnification may be made in respect of any
claim, issue or matter as to which the person is adjudged liable to the
corporation unless and only to the extent that the court determines that,
despite the adjudication of liability but in view of all the circumstances, the
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
In addition, the indemnification provided by Section 145 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
The Company's Certificate of Incorporation provides that the Company
shall indemnify, in the manner and to the full extent permitted by law, any
person (or the estate of any person) who was or is a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Company and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or enterprise. The Company's Certificate of Incorporation also provides
that the indemnification provided thereunder shall not be deemed exclusive of
any other rights to which any person seeking indemnification from the Company
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
II-1
<PAGE> 11
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Dempsey, Liner, Yankelevitz & Johnson
23.1 Consent of Dempsey, Liner, Yankelevitz & Johnson (included in Exhibit 5.1)
23.2 Consent of Kellogg & Andelson
24.1 Powers of Attorney (see page II-3 of this Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
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 provisions described in Item 15, 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-2
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beverly Hills, State of California, on November
6, 1995.
THE PRODUCERS ENTERTAINMENT GROUP LTD.
By: /s/ Irwin Meyer
--------------------------------------
Irwin Meyer
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Irwin Meyer and Arthur Bernstein, and
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and 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 attorney-in-act and agent or his substitute or
substitutes may lawfully do or cause t o be done by virtue hereof.
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/ Irwin Meyer
- -------------------------------- President, Chief Executive November 6, 1995
Irwin Meyer Officer (Principal Executive
Officer) and Director
/s/ Ronald Lightstone
- ------------------------------- Chairman of the Board and November 6, 1995
Ronald Lightstone Director
/s/ Charles J. Weber
- ------------------------------- Chief Operating Officer November 6, 1995
Charles J. Weber (Principal Financial and
Accounting Officer) and Director
/s/ Arthur Bernstein Senior Vice President November 6, 1995
- ------------------------------- and Director
Arthur Bernstein
/s/ Michael Levy
- ------------------------------- Director November 6, 1995
Michael Levy
</TABLE>
II-3
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Document Page
-------- ----
<S> <C> <C>
5.1 Opinion of Dempsey, Liner, Yankelevitz & Johnson . . . . . . . 14
23.1 Consent of Dempsey, Liner, Yankelevitz & Johnson (included in
Exhibit 5.1) . . . . . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Kellogg & Andelson . . . . . . . . . . . . . . . . 15
24.1 Powers of Attorney (see page II-3 of this Registration
Statement) . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5.1
DEMPSEY, LINER, YANKELEVITZ & JOHNSON, P.C.
1925 CENTURY PARK EAST, SUITE 2350
LOS ANGELES, CALIFORNIA 90067-2724
TELEPHONE: (310) 551-2300
FACSIMILE: (310) 556-2021
Of Counsel: MICHAEL A. CROSS Direct Dial No. (310) 551-2345
November 21, 1995
The Producers Entertainment Group Ltd.
9150 Wilshire Boulevard
Suite 205
Beverly Hills, California 90212
Re: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Gentlemen:
We have acted as counsel to The Producers Entertainment Group
Ltd., a Delaware corporation (the "Company"), with respect to certain matters
relating to the registration statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission for the purpose
of registering for sale under the Securities Act of 1933, as amended, 125,000
shares of Company Common Stock to be owned by one Joe Cayre.
Based on our review of the Restated Certificate of
Incorporation of the Company, the By-Laws of the Company, the minutes of
meetings of the Board of Directors and of the stockholders of the Company and
written consents in lieu of such meetings, the stock ledger of the Company and
such other documents and records as we have deemed necessary and appropriate,
we are of the opinion that the Common Stock has been duly authorized and
validly issued and is fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement.
Very truly yours,
DEMPSEY, LINER, YANKELEVITZ
& JOHNSON, P.C.
<PAGE> 1
EXHIBIT 23.2
[KELLOGG & ANDELSON ACCOUNTANCY CORPORATION LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to inclusion of our report dated September 1, 1995 on our
audit of the financial statements of THE PRODUCERS ENTERTAINMENT GROUP, LTD.
and Subsidiaries in the Form S-3 Registration Statement. We also consent to
the reference to our firm under the captions "Experts".
/s/ KELLOGG & ANDELSON
- ---------------------------
Sherman Oaks, California
November 17, 1995
