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As filed with the Securities and Exchange Commission on November 24, 1998
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
__________________________
COLLEGE TELEVISION NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3557317
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5784 Lake Forrest Drive
Suite 275
Atlanta, Georgia 30328
(404) 256-4444
(Address of registrant's principal executive offices, including zip code
and telephone number, including area code)
___________________________
College Television Network, Inc.
Outside Directors' 1996 Stock Option Plan
1996 Stock Incentive Plan
and Other Stock Options
(Full title of Plans)
Jason Elkin Copy to:
Chief Executive Officer Rosemarie A. Thurston, Esq.
College Television Network, Inc. Neil H. Dickson, Esq.
5784 Lake Forrest Drive, Suite 275 Morris, Manning & Martin, L.L.P.
Atlanta, Georgia 30328 1600 Atlanta Financial Center
(404) 256-4444 3343 Peachtree Road, N.E.
(Name, address, including zip code, and Atlanta, Georgia 30326
telephone number, including area code, of (404) 233-7000
agent for service)
___________________________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE (2)
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2)
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<S> <C> <C> <C> <C>
COMMON STOCK, $.005 PAR VALUE PER SHARE 910,000 shares $2.19 $1,992,900 $554.03
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(1) Represents 240,000 shares of Common Stock issuable by Registrant under the
College Television Network, Inc. Outside Directors' 1996 Stock Option Plan
(the "Directors' Stock Option Plan"), 400,000 shares of Common Stock
issuable by Registrant under the College Television Network, Inc. 1996
Stock Incentive Plan (the "Stock Incentive Plan") (the Directors' Stock
Option Plan and the Stock Incentive Plan are collectively referred to
herein as the "Plans") and 270,000 shares of Common Stock issuable to a
certain executive officer of Registrant upon exercise of options which were
granted outside of the Plans.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee on the
basis of the average of the high and low sales prices of the Registrant's
Common Stock on November 20, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees and/or directors of College Television Network, Inc. (the
"Registrant") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I of
Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) the Registrant's Annual Report on Form 10-KSB for the year ended
October 31, 1997, filed with the Commission on January 29, 1998;
(b) the Registrant's Current Report on Form 8-K dated November 24, 1997,
filed with the Commission on November 26, 1997;
(c) the Registrant's Transition Report on Form 10-QSB for the two-month
period ended December 31, 1997, filed with the Commission on February 13, 1998;
(d) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998, filed with the Commission on May 15, 1998;
(e) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1998, filed with the Commission on August 14, 1998;
(f) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30,1998, filed with the Commission on November 13, 1998; and
(g) the description of the Registrant's common stock, $.005 par value per
share ("Common Stock") included in the Registrant's Registration Statement on
Form S-3, filed with the Commission on July 2, 1998, as amended by Post-
Effective Amendment No. 1 thereto, filed with the Commission on July 30, 1998.
All documents filed by the Company pursuant to Sections 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 of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Patrick G.
Doran, Chief Financial Officer, College Television Network, Inc., 5784 Lake
Forrest Drive, Suite 275, Atlanta, Georgia 30328, telephone number (800)
256-1636.
Item 4. Description of Securities.
A description of the Company's Common Stock is incorporated by reference
under Item 3.
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Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the shares of Common Stock offered
hereby were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of Delaware (the
"Delaware law"), the Company's Certificate of Incorporation contains a provision
which limits the liability of the Company's directors to the Company or its
stockholders for monetary damages for breach of their fiduciary duties as
directors, except for liability (i) for any breach of their duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company's Bylaws also permit the Company
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in such capacity, regardless
of whether the Company would have the power to indemnify him or her against such
liability under the Delaware Law. The Company has secured such insurance on
behalf of its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
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<CAPTION>
Exhibit No. Description
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<C> <S>
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
23.1 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
(b) Not applicable.
Item 9. Undertakings.
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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;
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(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) 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.
(3) To remove from the 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 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
Securities Exchange Act of 1934 (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 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 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 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
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Pursuant to the requirements of the Securities Act, the undersigned
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 Atlanta, State of Georgia, on this the 24th day of
November, 1998.
COLLEGE TELEVISION NETWORK, INC.
By: /s/ Jason Elkin
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Jason Elkin
Chief Executive Officer and Chairman of the Board
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints Jason Elkin and/or Patrick Doran, jointly and
severally, as his true and lawful attorneys-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 a Registration Statement relating to the
registration of shares of common stock on Form S-8 and to sign any and all
amendments (including post effective amendments) to the Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the 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 required or 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 attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Jason Elkin Chief Executive Officer November 24, 1998
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Jason Elkin (Principal Executive Officer) and
Chairman of the Board
/s/ Joseph D. Gersh Chief Operating Officer November 24, 1998
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Joseph D. Gersh and Director
/s/ Patrick Doran Chief Financial Officer, November 24, 1998
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Patrick Doran Secretary and Treasurer,
and Principal Accounting Officer
/s/ Peter Kauff Vice Chairman of the Board November 24, 1998
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Peter Kauff
/s/ Stephen Roberts Director November 24, 1998
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Stephen Roberts
/s/ Avy H. Stein Director November 24, 1998
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Avy H. Stein
/s/ Beth F. Johnston Director November 24, 1998
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Beth F. Johnston
/s/ Hollis Rademacher Director November 24, 1998
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Hollis Rademacher
/s/ C. Thomas McMillen Director November 24, 1998
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C. Thomas McMillen
/s/ James Wood Director November 24, 1998
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James Wood
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[LETTERHEAD OF MORRIS, MANNING & MARTIN APPEARS HERE]
November 24, 1998
College Television Network, Inc.
5784 Lake Forrest Drive
Suite 275
Atlanta, Georgia 30328
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for College Television Network, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8, of a proposed offering of 910,000 shares of the Company's common stock, par
value $.005 per share ("Shares"), including 240,000 Shares issuable pursuant to
the College Television Network, Inc. 1996 Outside Directors' Stock Option Plan
(the "Directors' Stock Option Plan"), 400,000 Shares issuable pursuant to the
College Television Network, Inc. 1996 Stock Incentive Plan (together with the
Directors' Stock Option Plan, the "Plans") and 270,000 shares of Common Stock
issuable to a certain executive officer of the Company upon exercise of options
granted outside of the Plans (the "Executive Options").
We have examined and are familiar with the originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records,
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of Shares under the Plans and the Executive Options
as would be necessary and advisable for purposes of rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued as contemplated by the Plans and the
Executive Options, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN
A Limited Liability Partnership
By: /s/ Rosemarie A. Thurston
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A Partner
