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As filed with the Securities and Exchange Commission on September 25, 1996.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
ADDVANTAGE MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1351610
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5100 EAST SKELLY DRIVE
MERIDIAN TOWER, SUITE 1080
TULSA, OKLAHOMA 74135
(Address, including zip code, of principal executive offices)
_______________
ADDVANTAGE MEDIA GROUP, INC. 1991 EMPLOYEE STOCK PLAN
(Full title of the plan)
_______________
GARY W. YOUNG
ADDVANTAGE MEDIA GROUP, INC.
5100 East Skelly Drive
Meridian Tower, Suite 1080
Tulsa, Oklahoma 74135
(918) 665-8414
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
GREG S. SCHARLAU
CONNER & WINTERS, A PROFESSIONAL CORPORATION
2400 FIRST PLACE TOWER
15 E. 5TH STREET
TULSA, OKLAHOMA 74103
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount offering price aggregate Amount of
to be registered to be registered(1) per share(2) offering price(2) Registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 512,318 shares $4.94 $2,530,851 $873
par value $.01 per
share
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</TABLE>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options or stock appreciation rights, or pursuant to
the antidilution adjustment provisions of the plan.
(2) Solely for the purpose of calculating the registration fee pursuant to Rule
457(h) on the basis of the average of the closing bid and asked prices for
the Common Stock on the OTC Bulletin Board on September 23, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration Statement by
reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;
(2) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996 and June 30, 1996; and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
July 1, 1991.
In addition, all documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered 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.
The Registrant's Amended Certificate of Incorporation ("Certificate of
Incorporation") and Bylaws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she was a director or officer of the Registrant (or was serving at the
request of the Registrant as a director, officer, employee or agent for another
entity) will be indemnified and held harmless by the Registrant, to the fullest
extent not prohibited by the Oklahoma General Corporation Act.
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Under Section 1031 of the Oklahoma General Corporation Act, a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted in
good faith and in a manner he or she 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 or her conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
The Certificate of Incorporation provides that to the maximum extent
permitted by the Oklahoma General Corporation Act, a director of the Registrant
shall not be liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director. The Oklahoma General Corporation
Act permits Oklahoma corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The only
limitations imposed under the statute and the Registrant's Certificate of
Incorporation are that the provision may not eliminate or limit a director's
liability (i) for breaches of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or known violations or law, (iii) for the payment of
unlawful dividends or unlawful stock purchases or redemptions, or (iv) for
transactions in which the director derived an improper personal benefit.
The foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and By-Laws referred to above and are
qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS*.
4.1 ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
herein by reference to Exhibit 10.7 to the Registration Statement on
Form S-18, File No. 33-39902-FW).
**5 Opinion of Conner & Winters, A Professional Corporation.
**23.1 Consent of Tullius Taylor Sartain & Sartain.
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**23.2 Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5 hereto).
**24 Power of Attorney (included in this Part II).
______________
* Exhibits not included are not applicable.
** Filed herewith.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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
Securities Act of 1933 (the "Securities Act");
(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.
(b) That, for the purpose of determining any liability under the
Securities 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.
(c) 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.
2. The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities 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
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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.
3. Insofar as indemnification for liabilities arising under the
Securities 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
Securities 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 and will be governed by the final adjudication of such issue.
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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 Tulsa, State of Oklahoma, on September 25, 1996.
ADDVANTAGE MEDIA GROUP, INC.
By: /s/ CHARLES H. HOOD
-------------------------------------
Charles H. Hood
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles. H. Hood and Gary W. Young, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
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/ CHARLES H. HOOD Chairman of the Board of September 25, 1996
- ----------------------- Directors, Director and President
Charles H. Hood (principal executive officer)
/s/ GARY W. YOUNG Executive Vice President-- September 25, 1996
- ----------------------- Finance and Administration,
Gary W. Young Treasurer and Director
(principal accounting officer;
principal financial officer)
/s/ J. LARRE BARRETT Director September 25, 1996
- -----------------------
J. Larre Barrett
/s/ JOHN W. CONDON Director September 25, 1996
- -----------------------
John W. Condon
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INDEX TO EXHIBITS
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Exhibit Description
- ------- -----------
4.1 ADDvantage Media Group, Inc. 1991 Employee Stock Plan (incorporated
herein by reference to Exhibit 10.7 to the Registration Statement on
Form S-18, File No. 33-39902-FW).
5 Opinion of Conner & Winters, A Professional Corporation.
23.1 Consent of Tullius Taylor Sartain & Sartain
23.2 Consent of Conner & Winters, A Professional Corporation (included in
Exhibit 5 hereto).
24 Power of Attorney.
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[LETTERHEAD OF CONNER & WINTERS APPEARS HERE]
September 25, 1996
Board of Directors
ADDvantage Media Group, Inc.
5100 East Skelly Drive
Meridian Tower, Suite 1080
Tulsa, Oklahoma 74135
Gentlemen:
We have served as special counsel to ADDvantage Media Group, Inc., an
Oklahoma corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") with respect
to the registration of 512,318 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), to be issued to certain of the Company's
officers and key employees upon their exercise of options granted pursuant to
the terms of the ADDvantage Media Group, Inc. Employee Stock Plan (the "Plan").
The Registration Statement is to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or about September
25, 1995.
In our capacity as special counsel to the Company, we have familiarized
ourselves with the Certificate of Incorporation and By-Laws of the Company, each
as amended to date, and other corporate records, and have examined such
statutes, regulations, certificates of public officials and other instruments
and documents as we deemed necessary as a basis for the opinions hereinafter
expressed.
Based on the foregoing and upon such legal considerations as we deem
relevant, we are of the opinion that the shares of Common Stock issuable upon
exercise of options granted pursuant to the Plan have been duly and validly
authorized and will, upon their issuance and delivery, be legally issued, fully
paid and non-assessable.
We are members of the Oklahoma Bar and, for purposes of this opinion, do
not hold ourselves out as experts on, nor are we in rendering our opinion herein
passing on, any matter of the laws of any jurisdiction other than the laws of
the United States and the State of Oklahoma.
We hereby consent to the inclusion of our opinion regarding the legality
of the Common Stock being registered in the above described Registration
Statement.
Very truly yours,
CONNER & WINTERS
A Professional Corporation
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CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated March 6, 1996 on the financial
statements of ADDvantage Media Group, Inc. at December 31, 1995 and 1994,
included in or made a part of this Registration Statement on Form S-8.
TULLIUS TAYLOR SARTAIN AND SARTAIN
Tulsa, Oklahoma
September 25, 1996
