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As filed with the Securities and Exchange Commission on June 20, 2000.
Registration No. 333-_____
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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
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CTN MEDIA GROUP, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3557317
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
5784 LAKE FORREST DRIVE, SUITE 275
ATLANTA, GEORGIA 30328
(404) 256-4444
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
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JASON ELKIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
5784 LAKE FORREST DRIVE, SUITE 275
ATLANTA, GEORGIA 30328
(404) 256-4444
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
Lauren Z. Burnham, Esq.
Morris, Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 233-7000
(404) 365-9532 (Fax)
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered in this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of shares to be aggregate price aggregate offering registration
to be registered registered per share(1) price fee
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<S> <C> <C> <C> <C>
Common Stock, issuable upon exercise of warrants 209,883(2) $5.40 $1,133,368.20 $299.21
==========================================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(g) under the Securities Act of 1933
(the "Act"). Computation based on the exercise price per share set forth
in the warrants, the shares issuable under which are registered hereby.
(2) Pursuant to Rule 416 under the Securities Act, this registration statement
also shall be deemed to cover such additional securities as may be offered
or issued from time to time pursuant to the operation of the anti-dilution
provisions of the warrants.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL 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 SECTION 8(A), MAY
DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION
JUNE 20, 2000
209,883 SHARES
CTN MEDIA GROUP, INC.
COMMON STOCK
CTN Media Group, Inc. ("CTN"), formerly known as College Television
Network, Inc., is offering 209,883 shares of common stock which are issuable
upon the exercise of outstanding warrants to purchase common stock at an
exercise price of $5.40 per share. The 209,883 shares being offered hereby are
in addition to 1,081,143 shares of common stock that were originally issuable in
connection with the warrants and are the result of adjustments to the warrants
required pursuant to the terms of the warrants. See "Issuance of Warrants to
Warrantholders." Each of the warrantholders may be deemed to be an
"Underwriter," as that term is defined in the Securities Act of 1933, as
amended. CTN's common stock is quoted on the Nasdaq SmallCap Market under the
symbol "UCTN."
INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS JUNE 20, 2000.
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TABLE OF CONTENTS
Incorporation of Certain Documents by Reference ...................... 2
Where You Can Find More Information .................................. 3
CTN Summary........................................................... 4
Risk Factors ......................................................... 4
Forward-looking Statements ........................................... 8
Use of Proceeds....................................................... 8
Issuance of Warrants to Warrantholders ............................... 8
Plan of Distribution.................................................. 9
Description of Securities............................................. 9
Legal Matters......................................................... 12
Experts............................................................... 12
CTN has not authorized any dealer, salesperson or other person to
give any information or represent anything not contained in this prospectus.
You should not rely on any unauthorized information This prospectus does not
offer to sell or buy any shares in any jurisdiction in which it is unlawful.
The information in this prospectus is current as of the date on the cover.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-3 that
CTN filed with the Securities and Exchange Commission ("SEC"). This
prospectus does not contain all the information in that registration
statement. For further information with respect to CTN and the securities
offered by this prospectus, you should review the registration statement. You
can obtain the registration statement from the SEC at the public reference
facilities we refer to below.
The SEC allows CTN to "incorporate by reference" information into
this prospectus. This means that CTN may refer you to important information
about CTN provided in other documents on file with the SEC. The information
incorporated by reference is considered to be part of this prospectus, unless
that information has been updated in this prospectus. In addition, CTN may,
from time to time, update information contained in this prospectus or in
another document that is incorporated by reference. Whenever CTN files a
document with the SEC that updates information in this prospectus or in any
other document incorporated by reference, the new information will be
considered to replace the old information. Any statement in this document
that is subsequently updated will no longer be considered a part of this
prospectus.
The following documents are incorporated by reference into this
prospectus:
1. Annual Report on Form 10-KSB filed March 30, 2000 for the year ended
December 31, 1999.
2. Proxy Statement for the 2000 Annual Meeting of Stockholders.
3. Quarterly Report on Form 10-QSB filed May 12, 2000 for the quarter
ended March 31, 2000.
All documents filed by CTN pursuant to Sections 13(a), 13(c), 14 or
15(c) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of the registration statement containing this prospectus and prior to
the termination of the offering of the securities covered by this prospectus
are also incorporated by reference in this prospectus and to be a part hereof
from the date such documents are filed with the SEC.
CTN will provide without charge to each person to whom this
prospectus is delivered, upon written or oral request of any such person, a
copy of any and all of the documents referred to above or in the prospectus
which have been or may be incorporated by reference in this prospectus. CTN
will not provide exhibits to any of such documents, however, unless such
exhibits are specifically incorporated by reference into this prospectus.
Requests for such copies should be directed to CTN's principal executive
offices at 5784 Lake Forrest Drive, Suite 275, Atlanta, Georgia 30328, Attn:
Neil H. Dickson, telephone: (404) 256-4444.
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WHERE YOU CAN FIND MORE INFORMATION
CTN files reports, proxy statements and other information with the
SEC. CTN has filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933, as amended, to register the offering of the
shares of common stock offered hereby. This prospectus, which constitutes a
part of the registration statement, does not contain all of the information
set forth in the registration statement. Prospective investors may read and
copy the registration statement and its exhibits and schedules without charge
at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Prospective investors may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, CTN is required to file electronic versions of these documents
with the SEC through the SEC's Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system. The SEC maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
SEC.
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CTN SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT
YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.
CTN is a diversified media company specializing in reaching targeted
audiences. CTN has properties in the television, magazine, newspaper and
online sectors. CTN owns and operates the College Television Network, or the
Network, a proprietary commercial television network that operates on college
and university campuses across the country. The Network is provided to
campuses through single-channel television systems placed free of charge
primarily in the campus public venues, including dining facilities and
student unions. At March 31, 2000, the Network was installed or contracted
for installation at approximately 1,660 locations at various colleges and
universities throughout the United States. According to projections from
Nielson Media research and audience measuring data, the Network reaches 1.5
million young adult viewers each day.
CTN publishes LINK Magazine, the most widely read college magazine
in the United States, according to Student Monitor. Each issue of the
publication is direct mailed to over 1.0 million students on college
campuses. The magazine enjoys a total readership of 3.2 million college
students. In addition, CTN owns iD8, an Atlanta-based advertising agency
primarily involved in supporting the creative needs of CTN. In addition, iD8
places media buys and provides creative services for third-party clients.
On August 31, 1999, CTN acquired all of the outstanding capital
stock of Armed Forces Communications, Inc., a New York corporation doing
business as Market Place Media, or MPM. MPM is a leading media placement and
promotion specialist in the college, military, minority and seniors segments.
On October 13, 1999, CTN created a subsidiary, Wetair.com, L.L.C.,
to develop and operate a proprietary Internet site for CTN called
"Wetair.com". Wetair.com is a lifestyle and entertainment destination site
for the 18-24 year old demographic. The site, which launched May 1, 2000,
contains art and entertainment content from established media channels and
from user-submitted sources. CTN owns 90% of the outstanding stock and Wetair
operates as a subsidiary of CTN.
CTN, a Delaware corporation, commenced operations in January 1991. Its
principal executive offices are located at 5784 Lake Forrest Drive, Suite 275,
Atlanta, Georgia 30328. CTN's telephone number is (404) 256-4444.
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER
INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO PURCHASE SHARES OF OUR COMMON
STOCK.
WE HAVE EXPERIENCED, AND CONTINUE TO EXPERIENCE, NET LOSSES.
Since our inception, we have experienced, and are continuing to
experience, operating losses and negative cash flow from operations. Our
statements of operations for the three month period ended March 31, 1999, and
the three month period ended March 31, 2000, reflect net losses of
$2,762,537, and $4,164,774, respectively. Due to the effect of the negative
accretion adjustment of $24,708,308 for the redemption value of the preferred
stock (which redemption cannot occur until July 23, 2006), the net income
available to common stockholders for the three month period ended March 31,
2000 was $20,543,534, or approximately $1.40 basic income per share. This
negative accretion was attributable to the downward adjustment to the
preferred stock to its full redemption value resulting from a decline in the
market value of the underlying common stock as of March 31, 2000. We expect
to incur operating losses in the near future and until such time as
operations generate sufficient revenues to cover our costs.
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WE MAY REQUIRE ADDITIONAL WORKING CAPITAL OR FINANCING TO MEET OUR OPERATING
DEMANDS IN 2000.
The rapid development of our business will continue to require
substantial capital expenditures for additional installations of network
equipment at new affiliate locations. Our future financial results will depend
primarily on our ability to increase our number of affiliate locations, maintain
our existing installations and increase advertising revenues. We cannot assure
that we will achieve profitability or positive cash flows from future operating
activities. If we fail to increase the number of installation sites or
experience operating difficulties, or if advertising revenues do not increase
substantially, it is likely that we will be required to raise additional capital
or obtain additional financing to fund our operations.
WE MAY NOT MEET OUR COVENANTS UNDER OUR BANK DEBT ARRANGEMENTS.
At March 31, 2000, CTN did not meet the minimum EBITDA covenants of
our $12.0 million line of credit facility. If we fail to meet a covenant
under our bank loans, the financial institution has the right to declare the
loan due upon demand. The financial institution has granted CTN a waiver for
the current default. CTN negotiated new covenants for this credit facility.
Our majority shareholder has committed to provide funding through the end of
fiscal 2000 in the event we experience cash flow deficits from operations or
cash flow deficits in connection with debt service requirements.
WE DEPEND UPON OUR ADVERTISING REVENUES.
We derive a significant portion of our revenues from advertisers
displaying their commercials on the Network. Although we have agreements with
certain national advertisers and have held discussions or had prior
agreements with other national advertisers, we cannot assure that these
advertisers will continue to purchase advertising from us, or that new
advertisers will purchase advertising from us. Because certain advertisers
may discontinue or reduce advertising on the Network from time to time, we
anticipate that we could experience fluctuations in operating results and
revenues. The failure to attract and enter into new and/or additional
agreements with national advertisers and to derive significant revenues from
these advertisers would have a material adverse effect on our business and
financial results.
WE DEPEND UPON THE COMMISSIONS AND FEES EARNED THROUGH MPM.
MPM earns its revenues by charging commissions on the advertisements it
places for clients. Historically, the commission customary in the industry was
15% of the gross charge for advertising space or time; more recently lower
commissions are being negotiated with clients and commissions charged on media
billings are not uniform. Revenues are dependent upon the marketing requirements
of clients. Clients may reduce advertising and marketing budgets at any time.
WE MUST SECURE NEW INSTALLATIONS AND MAINTAIN EXISTING INSTALLATIONS.
The Network's growth is dependent upon our ability to increase the
number of installation sites at colleges and universities. If we increase our
installation sites, we will have increased viewership and should be able to
increase our advertising revenue. In addition, we believe that if we are able
to increase our installation sites, it will become more difficult for a
competitor to enter the market. We have increased our number of
installations, including contracts for future installations, from 927 as of
March 31, 1999 to 1,660 as of March 31, 2000. Although we have been
successful in increasing our installation sites, we cannot assure that this
growth will continue and that colleges and universities will not require the
removal of our system from current locations. Our contracts with colleges and
universities for installation sites typically have a three-year term. The
failure to increase or maintain installation sites would have a material
adverse effect on our business and financial results.
WE DEPEND UPON OUR ACCESS TO PROGRAMMING.
We believe that our ability to maintain access to music videos and
other programming on a regular, long-term basis, on terms favorable to us, is
important to our future success and profitability. The Network's programming
consists primarily of music, news, information and entertainment. The Network's
music programming is provided free of charge by major music companies, including
Warner/Elektra/Atlantic, EMI, Polygram, MCA and BMG. We also receive customized
news and sports feeds produced for the Network by CNN through an agreement
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with Turner Private Networks. Termination of substantially all or a large
number of our programming agreements would have a material adverse effect on
our business and financial results.
WE DEPEND UPON SATELLITE TECHNOLOGY.
The ability of the Network to transmit our programming, and thereby
derive advertising revenue, is dependent upon proper performance of the
satellite transmission equipment upon which the Network's programming delivery
is based. Our contract with Public Broadcasting Service, Inc. provides for our
sublease of transponder capacity on a satellite owned and operated by GE
American Communications, Inc. We are entitled to limited protected service under
the sublease in the event the satellite fails, which would enable the Network's
programming to be redirected to a different satellite under certain
circumstances and subject to certain limitations. However, in the event that the
Network's programming is required to be redirected to a different satellite, our
satellite dishes installed in each of our affiliate locations would be required
to be redirected in order for the programming signals to be received from the
satellite. This redirection procedure could take up to 21 days for completion
and would involve significant cost to us. We have obtained insurance for certain
of the costs associated with such a satellite failure, including the costs of
redirecting the satellite dishes, securing a new satellite transponder, and the
lost advertising revenues resulting from the interruption in programming.
WE DEPEND ON OUR AGREEMENTS WITH THIRD PARTIES.
The ability of the Network to transmit our programming and to maintain
and install our equipment is dependent upon performance by certain third parties
under contracts with us. We are substantially dependent upon performance by
unaffiliated companies for our day-to-day programming operations and system
installation and maintenance.
ANY FAILURE TO MAINTAIN OR IMPROVE MARKET ACCEPTANCE FOR THE NETWORK WOULD
ADVERSELY AFFECT OUR BUSINESS.
Our prospects will be significantly affected by the success of our
affiliate marketing efforts, the acceptance of our programming by potential
viewers and our ability to attract advertisers. Achieving market acceptance for
the Network will require significant effort and expenditures by us to enhance
awareness and demand by viewers and advertisers. Our current strategy and future
marketing plans may be subject to change as a result of a number of factors,
including progress or delays in our affiliate marketing efforts, the nature of
possible affiliation and other broadcast arrangements that may become available
to us in the future, and factors affecting the direct broadcast industry. We
cannot assure that our strategy will result in initial or continued market
acceptance for the Network.
WE DEPEND UPON OUR KEY EXECUTIVES.
We are substantially dependent on the efforts of: Jason Elkin, our
Chairman and Chief Executive Officer; Martin Grant, our President and Chief
Operating Officer, and Geoffrey Kanter, President of MPM. The loss of any of
these executives could have a material adverse effect on our business and
financial results. All of these executives have entered into multi-year
employment agreements with us.
MPM DEPENDS ON ITS SALES STAFF TO MAINTAIN ITS BUSINESS.
MPM's business is, and will continue to be, dependent upon the sales
skills of its account personnel and their relationships with clients. There is
substantial competition among media placement and advertising companies for
talented personnel and MPM is vulnerable to adverse consequences from the loss
of key individuals. Employees of MPM are generally not under employment
contracts and are free to move to competitors.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES.
CTN competes for advertisers with many other forms of advertising
media, including television, Internet, radio, print, direct mail and billboard.
There are no meaningful intellectual property barriers to prevent competitors
from entering into this market, and we cannot assure that a competitor with
greater resources than us will not enter into the market. We believe that
competition could increase as other organizations perceive the potential for
commercial application of our product or service.
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MPM's business is highly competitive and advertising accounts may shift
agencies on little or no notice. Clients may also reduce advertising and
marketing budgets at any time. Many of MPM's current and potential competitors
have longer operating histories, more established business relationships, larger
customer bases, greater name recognition and substantially greater financial,
technical, marketing, personnel, management, service, support and other
resources than MPM does. This could allow MPM's current and potential
competitors to respond more quickly than MPM can to new or emerging technologies
and changes in customer requirements, to devote greater resources to the
marketing and sale of their products and services and to adopt more aggressive
pricing policies. We expect that competition will increase as other established
and emerging companies enter the media placement market. Increased competition
may result in price reductions, lower gross margins and loss of our market
share. This could materially and adversely affect our business, financial
condition and results of operations.
WE MUST CONTINUE TO ADVANCE OUR TECHNOLOGY.
We expect technological developments and enhancements to continue at a
rapid pace in the direct broadcast satellite network industry and related
industries, and we cannot assure that technological developments will not
require us to switch to a different transmission technology or cause our
technology and products to be dated. Our future success could be largely
dependent upon our ability to adapt to technological change and remain
competitive.
OUR PRINCIPAL STOCKHOLDER CONTINUES TO CONTROL OUR AFFAIRS.
U-C Holdings, L.L.C. beneficially owns approximately 84.9% of our
outstanding voting stock, including common stock and voting preferred stock. As
a result of its ownership, Holdings has, and will continue to have, sufficient
voting power to determine our direction and policies, the election of our
directors, the outcome of any other matter submitted to a vote of stockholders
and to prevent or cause a change in our control.
WE MAY BE SUBJECT TO CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS.
Certain conflicts of interest may arise as a result of the beneficial
ownership interests in Holdings that are held by a majority of our directors,
including our Chairman and Chief Executive Officer. Several members of our Board
of Directors may be deemed to be indirect beneficial owners of the securities
beneficially owned by Holdings. Conflicts of interest may arise as a result of
these affiliated relationships. Although no specific measures to resolve such
conflicts of interest have been formulated, our management has a fiduciary
obligation to deal fairly and in good faith with us and will exercise reasonable
judgment in resolving any specific conflict of interest that may occur.
THE HOLDERS OF OUR COMMON STOCK COULD BE MATERIALLY DILUTED UNDER CERTAIN
CIRCUMSTANCES.
The conversion of the shares of convertible preferred stock into common
stock or the payment of a dividend of shares of common stock to the holders of
convertible preferred stock will result in dilution of voting rights of the
currently outstanding public holders of the common stock.
OUR REVENUES ARE SUBJECT TO SEASONALITY.
Our revenues are affected by the pattern of seasonality common to most
school-related businesses. Historically, we have generated a significant portion
of our revenues during the period of September through May and substantially
less revenues during the summer months when most colleges and universities do
not hold regular classes.
OUR STOCK PRICE AND ABILITY TO RAISE CAPITAL OR OBTAIN FINANCING COULD BE HURT
BY OUR OUTSTANDING WARRANTS AND OPTIONS.
As of March 31, 2000, there are outstanding options to purchase
1,910,918 shares of our common stock granted to employees, officers and
directors pursuant to our stock option plans and otherwise. In addition, there
are warrants outstanding that permit their holders to purchase 1,893,982 shares
of our common stock including the 209,883 shares of common stock offered hereby.
Holdings has entered into certain Equity Protection Agreements, dated April 25,
1997, which allow Holdings to purchase additional shares of our common stock
upon the exercise of options or warrants that were outstanding on April 25, 1997
at the price of $2.75 per share and $3.50 per share (as adjusted). Certain
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other holders of options and warrants also have demand and piggy-back
registration rights. While such rights, warrants and options are outstanding,
they may (i) adversely affect the market price of our common stock and (ii)
impair our ability to, and the terms on which we can, raise additional equity
capital or obtain debt financing.
SALES OF OUR SHARES COULD CAUSE OUR STOCK PRICE TO FALL.
Sales of a substantial number of shares of common stock in the public
market could adversely affect the market price of our common stock prevailing
from time to time. All shares of our common stock, including shares held by
Holdings, are freely tradable or may be sold pursuant to Rule 144 under the
Securities Act. The sale of the shares of our common stock held by Holdings and
other affiliates of CTN are subject to certain volume limitations set forth in
Rule 144 under the Securities Act. As of March 31, 2000, options to purchase
1,910,918 shares and warrants to purchase 1,893,982 shares of our common stock
were outstanding, of which options to purchase 956,196 shares and warrants to
purchase 1,893,982 shares were exercisable.
THERE ARE SEVERAL RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY; IF WE CANNOT
INTEGRATE ACQUIRED COMPANIES WITH OUR BUSINESS, OUR PROFITABILITY MAY BE
ADVERSELY AFFECTED.
We may seek to expand or complement our operations through the possible
acquisition of other companies or through the licensing of programs that we
believe are compatible with our business. While we explore acquisition
opportunities from time to time, as of the date of this report, we have no
definitive plans, agreements, commitments, arrangements or understandings with
respect to any significant acquisition. We have not established any minimum
criteria for any other acquisition, and our management and Board of Directors
will have complete discretion in determining the terms of any such acquisition.
Under Delaware law, various forms of business combinations can be effected
without stockholder approval and, accordingly, stockholders will, in all
likelihood, neither receive nor otherwise have the opportunity to evaluate any
financial or other information which may be made available to us in connection
with any acquisition and must rely entirely upon the ability of management in
selecting, structuring and consummating acquisitions that are consistent with
our business objectives.
We have completed a number of acquisitions in the past two fiscal years
and may complete additional acquisitions of complementary businesses in the
future. Our operating results may be adversely affected by our ability to
effectively and efficiently integrate these recently acquired companies as well
as our ability to integrate companies that we acquire in the future.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus contain
forward-looking information. These statements are found in the sections entitled
"CTN Summary" and "Risk Factors." They include statements primarily concerning
our growth, future revenue, profitability and operating strategy.
You can identify these statements by forward-looking words such as
"expect," "believe," "goal," "plan," "intend," "estimate," "may" and "will" or
similar words. You should be aware that those statements are subject to known
and unknown risks, uncertainties and other factors, including those discussed in
the section entitled "Risk Factors," that could cause the actual results to
differ materially from those suggested by the forward-looking statements.
USE OF PROCEEDS
CTN will receive proceeds of approximately $1.1 million if all of the
warrants relating to the shares offered hereby are exercised. There can be no
assurance that such warrants will be exercised. In the event that any or all of
the warrants are exercised, the proceeds will be used for general corporate
purposes.
ISSUANCE OF WARRANTS TO WARRANTHOLDERS
In 1996, CTN issued investment units consisting of an aggregate of
4,914,293 shares of common stock and warrants to purchase an aggregate of
4,914,293 shares of common stock. CTN also issued to Barington Capital, L.P.
a unit purchase option for 491,428 shares of common stock and warrants to
purchase 491,428 shares of common stock. On August 2, 1996, CTN filed a
registration statement relating to the offering of an aggregate of 10,823,046
shares of common stock which included the shares issuable upon the exercise of
the warrants and unit purchase option at an exercise price of $1.29 per share.
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In November 1997, CTN effected a 1-for-5 reverse split of the common
stock. As a result, the exercise price for the warrants was adjusted to $6.45
per share and represented the right to purchase an aggregate of 982,858 shares
of common stock and the unit purchase option was adjusted to 98,285 shares of
common stock and warrants to purchase 98,285 shares of common stock at $6.45
per share.
In September 1998, CTN completed a rights offering to holders of
record as of the close of business on July 17, 1998 (the "Record Date") of
its common stock one non-transferable right for each 1.2825 shares of common
stock held on the Record Date, with each right entitling the holder to
subscribe for and purchase one share of common stock for a price of $1.60 per
share. CTN raised approximately $10.0 million in proceeds, prior to expenses,
from the offering. The subscription price for the shares was below the market
price of the common stock on the date of issuance. Accordingly, the
anti-dilution provisions of the warrants (including the unit purchase option
warrants) required that both the number of shares that may be purchased
pursuant to the warrants and the exercise price for the warrants be adjusted.
As a result of these adjustments, the warrants entitled the holders to
purchase an aggregate of 1,155,426 shares of common stock at an exercise
price of $6.03.
On several dates in 1999, CTN issued shares of Series A Convertible
Preferred Stock, $.001 par value per share. The Series A Preferred is
convertible into shares of common stock. The conversion price for the Series
A Preferred was $4.50 per share on each issuance date, which was below the
30-day average market price of the common stock on the date of each issuance.
Accordingly, the anti-dilution provisions of the warrants required that both
the number of shares that may be purchased pursuant to the warrants and the
exercise price for the warrants be adjusted. As a result of these
adjustments, the warrants entitled the holders thereof to purchase an
aggregate of 1,288,315 shares of common stock at an exercise price of $5.40
per share. At the date of this prospectus, after exercises of warrants, there
remain outstanding warrants to purchase an aggregate of 969,150 shares of
common stock.
PLAN OF DISTRIBUTION
CTN is hereby offering for sale pursuant to this prospectus up to
209,883 shares of common stock issuable upon the exercise of warrants, which may
be purchased by the holders of the warrants for an aggregate purchase price of
$1,133,368. All expenses related to the registration of the shares of this will
be borne by CTN.
In order to comply with certain state securities laws, if applicable,
the securities offered hereby will not be sold in a particular state unless such
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and complied with.
DESCRIPTION OF SECURITIES
AUTHORIZED STOCK
The authorized capital stock of CTN presently consists of 50,000,000
shares of common stock, of which 14,872,312 shares are issued and outstanding,
and 2,800,000 shares of preferred stock, $.001 par value per share, of which
2,510,000 shares are designated as Series A Preferred. As to the remaining
290,000 shares of preferred stock, CTN's Certificate of Incorporation
authorizes the board of directors of CTN, without the vote of the common
stock shareholders, to set the rights, preferences and designation of those
shares. Presently there are 1,976,665 shares of Series A Preferred
outstanding. In connection with the Series A Preferred, CTN has 6,588,884
common shares reserved for possible conversions.
COMMON STOCK
Subject to the prior rights of the holders of any shares of Preferred
Stock which have been issued and are outstanding or may be issued in the future,
the holders of the common stock are entitled to receive dividends from funds of
CTN legally available therefor when, as and if declared by the Board of
Directors of CTN, and are entitled to share ratably in all of the assets of CTN
available for distribution to holders of common stock upon the liquidation,
dissolution or winding-up of the affairs of CTN. There are presently 87 record
holders of the common stock, although CTN believes there are approximately 1,202
beneficial owners of the common stock. Holders of the common stock do not have
any preemptive, subscription, redemption or conversion rights. Holders of the
common stock are entitled to one vote per share on all matters, which they are
entitled to vote upon at meetings of stockholders, or upon actions taken by
written consent pursuant to Delaware corporate law. The holders of common stock
do not have cumulative voting rights, which means that the holders of more than
50% of such outstanding shares can elect all of the directors of CTN. Certain
holders of the common stock have demand and/or piggyback registration rights.
All of the shares of the common stock currently issued and outstanding are fully
paid and nonassessable. No dividends have been paid to holders of the common
stock since the inception of CTN, and no dividends are anticipated to be
declared or paid in the foreseeable future. The common stock is currently quoted
on the Nasdaq SmallCap Market.
PREFERRED STOCK
CTN has 2,510,000 authorized shares of Series A Preferred, of which
1,976,665 shares are currently issued and outstanding. The Series A Preferred is
convertible into shares of common stock at any time at the sole option of the
holder. The conversion ratio of the Series A Preferred is computed by
multiplying the number of shares of Series A Preferred to be converted by the
$15.00 per share purchase price and dividing the product by the conversion price
of $4.50 per share.
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<PAGE>
The Series A Preferred is voting stock on an as-converted basis to
common stock based upon the number of shares of Common Stock the Series A
Preferred was convertible into on the date of issuance.
The Series A Preferred accrues a cumulative dividend of 12% per annum,
which is payable upon (i) liquidation of CTN, (ii) redemption of the Series A
Preferred (allowable beginning July 23, 2006), (iii) conversion of the Series A
Preferred (allowable at any time) or (iv) acquisition by CTN of the Series A
Preferred.
In addition, if at any time CTN grants, issues or sells any options,
convertible securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of common stock (the
"Purchase Rights"), then each holder of Series A Preferred shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which such holder could have acquired if such holder had held
the number of shares of common stock acquirable upon conversion of such holder's
Series A Preferred immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or if no such record is
taken, the date as of which the record holders of common stock are to be
determined for the grant, issue or sale of such Purchase Rights.
THE WARRANTS
The following statements relating to certain provisions of CTN's
outstanding warrants are summaries, do not purport to be complete and are
subject to and qualified in their entirety by reference to all of the
provisions, including the definitions of certain terms, contained in the
warrants (a copy of which is on file with CTN).
GENERAL. The warrants entitle the holder to purchase shares of
common stock at an exercise price of $5.40 per share, after the adjustment
discussed in the section captioned "Issuance of Warrants to Warrantholders."
The warrants are fully exercisable and will expire April 25, 2001.
EXERCISE. A warrantholder may exercise a warrant in whole, or in part
from time to time, by payment in cash or certified or official bank check of the
aggregate per share exercise price for the number of shares being purchased.
Holders of the warrants as such will not have any of the rights or privileges of
stockholders of CTN prior to the exercise of the warrants.
REDEMPTION. The warrants are subject to redemption by CTN, upon 30
days' written notice, at a price of $.01 per warrant, if the closing bid
price for the common stock has been at least 300% of the exercise price for
the 20 trading day period ending on the third day prior to the date on which
notice of redemption is given. For these purposes, the closing bid price of
the common stock shall be determined by the closing bid price, as reported by
Nasdaq, so long as the common stock is quoted on Nasdaq and, if the common
stock is listed on a securities exchange or the Nasdaq National Market (the
"NNM"), shall be determined by the last reported sales price where such
securities are primarily traded. CTN's redemption rights will be in effect
only if the common stock is either quoted on Nasdaq or listed on a securities
exchange or the NNM. Holders of the warrants will automatically forfeit their
rights to purchase the shares of common stock issuable upon exercise of such
warrants unless the warrants are exercised before they are to be redeemed.
All of the outstanding warrants must be redeemed if any portion of them is to
be redeemed. A notice of redemption will be mailed to each of the registered
holders of the warrants no later than 30 days before the date fixed for
redemption. The notice of redemption shall specify the redemption price, the
date fixed for redemption, the place where the warrant certificates shall be
delivered and the date of expiration of the right to exercise the warrants.
HOLDINGS EQUITY PROTECTION AGREEMENTS
In order to protect Holdings' percentage ownership interest in the
common stock from dilution, CTN and Holdings entered into Equity Protection
Agreements which provide that Holdings shall have the right to acquire
additional shares of CTN's common stock at such time as the warrants and options
to acquire CTN's common stock outstanding on the date such agreements are
exercised. As of the date hereof, the Equity Purchase Agreements represent
Holdings' right to purchase 5,147,400 shares of CTN's common stock. This right
expires on April 25, 2004.
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<PAGE>
REGISTRATION RIGHTS
CTN has granted to Holdings the right to require CTN to file one or
more registration statements to register all or a portion of the common stock
held by Holdings now or in the future so long as each request relates to at
least 20% of the registrable securities then held by Holdings. In addition,
Holdings is entitled to have such shares included in a registration statement
filed by us, subject to certain restrictions. We are required to bear the
expense of such registrations except for underwriting discounts and
commissions, if any, which will be borne by Holdings. Holdings has waived its
right to have shares included in the registration statement containing this
prospectus.
CERTAIN PROVISIONS OF CTN'S CERTIFICATE OF INCORPORATION AND BYLAWS
GENERAL. Shareholders' rights and related matters are governed by the
Delaware General Business Law and CTN's Restated Certificate of Incorporation,
as amended (the "Certificate"), and the Amended and Restated Bylaws of CTN, as
amended (the "Bylaws"). Certain provisions of the Certificate and Bylaws of CTN,
which are summarized below, could either alone or in combination with each
others, have the effect of preventing a change in control of CTN or making
changes in management more difficult.
ISSUANCE OF PREFERRED STOCK. CTN's Certificate permits the Board of
Directors to issue shares of preferred stock of CTN without stockholder
approval, with the rights and privileges of such preferred stock determined by
the Board of Directors. Through the issuance of such preferred stock, the Board
could confer rights upon existing stockholders that may make a takeover of CTN
less desirable.
CORPORATE TAKEOVER PROVISIONS. The Bylaws require stockholder approval
in the following situations: (a) when a stock option or purchase plan is to be
established or when some other arrangement is to be made pursuant to which stock
may be acquired by officers or directors of CTN, except for (i) warrants or
rights issued generally to security holders of CTN, (ii) broadly based plans or
arrangements including employees other than officers and directors or (iii)
where the amount of securities which may be issued does not exceed the lesser of
1% of the number of shares of Common Stock outstanding or 25,000 shares; (b)
when the issuance of securities will result in a Change of Control (as defined
below) of CTN; (c) prior to the issuance of securities in connection with the
acquisition of the stock or assets of another company if: (i) (A) any director,
officer or Substantial Stockholder (as defined below) of CTN has a 5% or greater
interest (or such persons collectively have a 10% or greater interest), directly
or indirectly, in the company or assets to be acquired or in the consideration
to be paid in the transaction or series of related transactions and (B) the
present or potential issuance of CTN's common stock, or securities convertible
into or exercisable for CTN's common stock, could result in an increase in
outstanding common shares or voting power of 5% or more; or (ii) due to the
present or potential issuance of CTN's common stock, other than a public
offering for cash: (A) the common stock of CTN to be issued in such transaction
will have upon issuance, voting power equal to or in excess of 20% of the voting
power outstanding before the issuance of the stock or securities convertible
into or exercisable for CTN's common stock; or (B) the number of shares of
common stock to be issued in such transaction is or will be equal to or in
excess of 20% of the number of shares of CTN's common stock outstanding before
the issuance of the stock or securities; or (d) prior to the issuance of
securities in connection with a transaction other than a public offering
involving: (i) the sale or issuance by CTN of its common stock (or securities
convertible into or exercisable for its common stock) at a price less than the
greater of book or market value which together with sales by officers, directors
or Substantial Stockholders of CTN equals 20% or more of the issued and
outstanding common stock of CTN or 20% or more of the voting power outstanding
before such sale or issuance; or (ii) the sale or issuance by CTN of its common
stock (or securities convertible into or exercisable for its common stock) equal
to 20% or more of CTN's common stock or 20% or more of the voting power
outstanding before such sale or issuance for less than the greater of book or
market value of the stock. "Market value" of the common stock shall be equal to
the average closing price per share as reported on the Nasdaq SmallCap Market
for the 20 trading days ending the trading day that occurs 10 trading days prior
to the date of issuance of the securities.
"Change of Control" shall be deemed to have occurred upon the
happening of any of the following:
(i) The consummation of any merger, reverse stock split,
recapitalization or other business combination of CTN, with or into
another corporation, or an acquisition of securities or assets by
CTN, pursuant to which CTN is not the continuing or surviving
corporation or pursuant to which
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<PAGE>
shares of common stock of CTN would be converted into cash,
securities or other property, other than a transaction in which the
majority of the holders of common stock of CTN immediately prior to
such transaction will own at least 25% of the voting power of the
then-outstanding securities of the surviving corporation immediately
after such transaction, or any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of
all, or substantially all, of the assets of CTN (other than a
transfer of assets of collateral to secure a debt of CTN), or the
liquidation or dissolution of CTN; or
(ii) A transaction in which any person (as such term is defined in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or
other entity (other than CTN or any profit-sharing, employee
ownership or other employee benefit plan sponsored by CTN or any
subsidiary, or any trustee of or fiduciary with respect to any such
plan when acting in such capacity, or any group comprised solely of
such entities): (A) shall purchase any common stock of CTN (or
securities convertible into common stock of CTN) for cash,
securities or any other consideration pursuant to a tender offer or
exchange offer, without the prior consent of the Board of Directors
of CTN, or (B) shall become the "beneficial owner" (as such term is
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly (in one transaction or a series of transactions), of
securities of CTN representing 50% or more of the total voting power
of the then-outstanding securities of CTN ordinarily (and apart from
the rights accruing under special circumstances) having the right to
vote in the election of directors (calculated as provided in Rule
13d3(d) in the case of rights to acquire CTN's securities).
"Substantial Stockholder" means any person or entity with a beneficial
ownership interest consisting of at least 5% of the number of issued and
outstanding shares of CTN's common stock or 5% of CTN's outstanding voting
power.
SPECIAL MEETING CALL PROVISIONS. The Bylaws provide that special
meetings of the Board of Directors may be called by the Chairman of the Board,
Vice Chairman or Chief Executive Officer of CTN or any two members of the Board
of Directors or an Investor Director. An "Investor Director" is a director
designated by Holdings. At all meetings of the Board of Directors, a majority of
the numbers of the Board of Directors and at least one Investor Director must be
present to constitute a quorum.
DELAWARE ANTI-TAKEOVER LAW
The provisions of Section 203 of the General Corporation Law of the
State of Delaware, an anti-takeover law, will govern CTN. In general, this law
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 such person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
"Business combination" is defined to include mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. An "interested
stockholder" is defined as a person who, together with affiliates and
associates, owns (or, within the prior three years, did own) 15% or more of the
corporation's voting stock.
LEGAL MATTERS
Legal matters relating to the securities offered hereby have been
passed upon for CTN by Morris, Manning & Martin, L.L.P., Atlanta, Georgia.
EXPERTS
The financial statements incorporated in this prospectus by
reference to CTN's Annual Report on Form 10-KSB for the year ended December
31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable in connection with the issuance and distribution of the
securities being registered are estimated to be as follows:
<TABLE>
<S> <C>
Registration Fee (Actual)....................................... $299.21
Legal and Accounting Fees and Expenses.......................... 15,000.00
Miscellaneous................................................... 5,000.00
TOTAL...................................................... $20,299.21
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation (the "Certificate") of CTN
contains a provision, which, subject to certain exceptions described below,
eliminates the liability of a director to CTN or its stockholders for
monetary damages for any breach of duty as a director. This provision does
not eliminate the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law (the "Delaware Corporation Law") relating to unlawful
dividends and distributions, or (iv) for any transaction from which such
director derived an improper personal benefit.
The Certificate and the Bylaws (the "Bylaws") of CTN require CTN to
indemnify any person who was, is, 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 action by or in the
right of the corporation), by reason of service by such person as a director,
officer, employee or agent of CTN or any other corporation for which he
served as such at the request of CTN. Such persons are entitled to be
indemnified against judgments, fines, settlements, and reasonable expenses
actually incurred by the person in connection with the proceeding, except
that no payments may be made with respect to liability which is not
eliminated pursuant to the provision of the Certificate described in the
preceding paragraph. Such persons are also entitled to have CTN advance any
such expenses prior to final disposition of the proceeding, upon delivery of
an undertaking to repay the amounts advanced if it is ultimately determined
that such person is not entitled to be indemnified by CTN.
In addition to the Certificate and Bylaws of CTN, Section 145(c) of
the Delaware Corporation Law requires CTN to indemnify any director who has
been successful on the merits or otherwise in defending any proceeding
described above. The Delaware Corporation Law also provides that a court may
order indemnification of a director if it determines that the director is
fairly and reasonably entitled to such indemnification.
CTN has the power, under the Bylaws, to purchase and obtain
insurance on its behalf and on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of CTN or was serving at the request of
CTN as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against or incurred by such person in any such capacity, whether or
not CTN has the power to indemnify such person against such liability at that
time under the Bylaws.
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<PAGE>
ITEM 16. EXHIBITS
The following documents are filed as exhibits to this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
4.1 Restated Certificate of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-3 (File No. 333-58479) filed on July 2,
1998).
4.2 Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-3 (File No. 333-58479) filed on July 2, 1998).
4.3 Amendment to the Bylaws of the Registrant (incorporated herein by
reference to Exhibit A to the Registrant's Schedule 14C Information
Statement filed on February 1, 2000)
4.4 Form of Class C Warrant No. C-1, dated April 25, 1997, issued to U-C
Holdings LLC (incorporated herein by reference to Exhibit 4.1 to the
Registrant's Form 10-KSB for the fiscal year ended October 31, 1997).
4.5 Form of Class C Warrant No. C-2 issued to U-C Holdings LLC pursuant to
the Standby Stock Purchase Agreement dated July 2, 1998 (incorporated
herein by reference to Exhibit 4.15 to the Registrant's Registration
Statement on Form S-1 (File No. 333-58479) filed on July 2, 1998).
4.6 Specimen certificate representing Common Stock (incorporated herein by
reference to Exhibit 4.3 to the Registrant's Registration Statement on
Form S-1 (No. 33-44935), as amended, declared effective on June 10,
1992).
4.7 Equity Protection Agreement, dated April 25, 1997, between the Registrant
and U-C Holdings LLC (incorporated by reference herein to Exhibit 4.2 to
the Registrant's Form 10-KSB for the fiscal year ended October 31, 1997).
4.8 Equity Protection Agreement, dated April 25, 1997, between the Registrant
and U-C Holdings LLC (incorporated by reference herein to Exhibit 4.3 to
the Registrant's Form 10-KSB for the fiscal year ended October 31, 1997).
4.9 Equity Protection Agreement, dated April 25, 1997, between the Registrant
and U-C Holdings LLC (incorporated by reference herein to Exhibit 4.4 to
the Registrant's Form 10-KSB for the fiscal year ended October 31, 1997).
4.10 Equity Protection Agreement, dated April 25, 1997, between the Registrant
and U-C Holdings LLC (incorporated by reference herein to Exhibit 4.5 to
the Registrant's Form 10-KSB for the fiscal year ended October 31, 1997).
5.1 Form of Opinion of Morris, Manning & Martin, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered (contained in the opinion included at
Exhibit 5.1)
ITEM 17. UNDERTAKINGS.
CTN hereby undertakes:
(a) To file, during any period in which it offers or sells the securities
registered hereby, 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.
(b) That, for the purpose of determining any liability under the Securities Act
of 1933 (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 that remain unsold at the termination of the
offering.
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<PAGE>
(d) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors and controlling persons of CTN pursuant
to the foregoing provisions, or otherwise, CTN 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 us of expenses incurred or paid by any of
our directors, officers or controlling persons 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, we 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.
(e) 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
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.
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<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned or his or her
attorney-in-fact, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on June 20, 2000.
CTN MEDIA GROUP, INC.
By: /s/ JASON ELKIN
----------------------------------------
Jason Elkin
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JASON ELKIN Chairman and Chief Executive Officer June 20, 2000
--------------------------- (principal executive officer) and Director
Jason Elkin
/s/ PATRICK G. DORAN Chief Financial Officer (principal June 20, 2000
--------------------------- financial officer and principal accounting
Patrick G. Doran officer)
/s/ MARTIN GRANT Director June 20, 2000
---------------------------
Martin Grant
/s/ DANIEL GILL Director June 20, 2000
---------------------------
Daniel Gill
/s/ STEVEN HAFT Director June 20, 2000
---------------------------
Steven Haft
/s/ GEOFFREY KANTER Director June 20, 2000
---------------------------
Geoffrey Kanter
/s/ C. THOMAS MCMILLEN Director June 20, 2000
---------------------------
C. Thomas McMillen
/s/ HOLLIS W. RADEMACHER Director June 20, 2000
--------------------------
Hollis W. Rademacher
/s/ STEPHEN ROBERTS Director June 20, 2000
---------------------------
Stephen Roberts
/s/ AVY H. STEIN Director June 20, 2000
---------------------------
Avy H. Stein
/s/ JAMES W. WOOD Director June 20, 2000
---------------------------
James W. Wood
/s/ SERGIO ZYMAN Director June 20, 2000
---------------------------
Sergio Zyman
</TABLE>
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