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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.
1990 PERFORMANCE EQUITY PLAN
(Full title of the Plan)
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, ATLANTA, GEORGIA 30326
AND TELEPHONE NUMBER, INCLUDING (404) 233-7000
AREA CODE, OF AGENT FOR SERVICE)
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE (1)
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<S> <C> <C> <C> <C>
COMMON STOCK, $.005 PAR VALUE PER SHARE 50,000 SHARES $2.19 $109,500 $30.44
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(1) 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.
<PAGE>
EXPLANATORY STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (Registration No. 33-87320)
originally filed with the Securities and Exchange Commission on December 13,
1994 (the "Prior Registration Statement") are incorporated herein by reference,
except for Items 3, 4, 5, 6 and 8 of Part II of the Prior Registration
Statement. This Registration Statement covers 50,000 shares which, together
with the 92,833 shares available under the Prior Registration Statement (464,164
prior to adjustment for 1-for-5 reverse stock split effective on November 12,
1997) constitute the 142,833 shares issuable under the Registrant's 1990
Performance Equity Plan.
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.
<PAGE>
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.
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 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:
Exhibit No. Description
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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)
(b) Not applicable.
<PAGE>
SIGNATURES
----------
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
-----------------
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
- ---------------------- (Principal Executive Officer) and
Jason Elkin Chairman of the Board
/s/ Joseph D. Gersh Chief Operating Officer November 24, 1998
- ---------------------- and Director
Joseph D. Gersh
/s/ Patrick Doran Chief Financial Officer, November 24, 1998
- ---------------------- Secretary and Treasurer,
Patrick Doran and Principal Accounting Officer
/s/ Peter Kauff Vice Chairman of the Board November 24, 1998
- ----------------------
Peter Kauff
/s/ Stephen Roberts Director November 24, 1998
- ----------------------
Stephen Roberts
/s/ Avy H. Stein Director November 24, 1998
- ----------------------
Avy H. Stein
/s/ Beth F. Johnston Director November 24, 1998
- ----------------------
Beth F. Johnston
/s/ Hollis Rademacher Director November 24, 1998
- ----------------------
Hollis Rademacher
/s/ C. Thomas McMillen Director November 24, 1998
- ----------------------
C. Thomas McMillen
/s/ James Wood Director November 24, 1998
- ----------------------
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 additional offering of 50,000 shares of the Company's common
stock, par value $.005 per share ("Shares"), issuable pursuant to the College
Television Network, Inc. 1990 Performance Equity Plan (the "Plan").
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 Plan 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 Plan, 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
-------------------------
A Partner
