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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-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CTN MEDIA GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3557317
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
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)
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CTN MEDIA GROUP, INC.
1996 STOCK INCENTIVE PLAN
(Full title of Plans)
JASON ELKIN COPY TO:
CHIEF EXECUTIVE OFFICER LAUREN Z. BURNHAM, ESQ.
CTN MEDIA GROUP, INC. MORRIS, MANNING & MARTIN, L.L.P.
5784 LAKE FORREST DRIVE, SUITE 275 1600 ATLANTA FINANCIAL CENTER
ATLANTA, GEORGIA 30328 3343 PEACHTREE ROAD, N.E.
(404) 256-4444 ATLANTA, GEORGIA 30326
(Name, address, including zip code, and (404) 233-7000
telephone number, including area code, of
agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration Fee
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 1,600,000 SHARES $4.875 $7,800,000 $2,059.20
===============================================================================================================================
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(1) Represents an additional 1,600,000 shares of Common Stock issuable by
Registrant under the CTN Media Group, Inc. 1996 Stock Incentive Plan (the "Stock
Incentive Plan").
(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 as
reported on the Nasdaq Small Cap Market on June 14, 2000.
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INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement relates, in part, to the amendment of the
Plan to increase the number of shares of Common Stock authorized to be issued
under the Plan from 400,000 to 2,000,000. An earlier Registration Statement
filed on Form S-8 (Commission File No. 333-67829) covering 400,000 shares of
Common Stock issuable under the Plan is effective. Pursuant to General
Instruction E to Form S-8, the contents of the earlier Registration Statement
are incorporated herein by reference.
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 CTN Media Group, Inc. (the
"Company") 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) Annual Report on Form 10-KSB filed March 30, 2000 for the year ended
December 31, 1999.
(b) Proxy Statement for the 2000 Annual Meeting of Stockholders.
(c) Quarterly Report on Form 10-QSB filed May 12, 2000 for the quarter
ended March 31, 2000.
(d) Registration Statement on Form S-3 filed June 20, 2000 with respect
to the description of the Company's common stock contained therein.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act of 1934, as amended, subsequent to the date of
this 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 Securities and Exchange Commission.
The Company hereby undertakes to provide without charge to each person
to whom this prospectus is 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 Neil H.
Dickson, General Counsel, CTN Media Group, 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.
The Company's Restated Certificate of Incorporation ("the
"Certificate") contains a provision which, subject to certain exceptions
described below, 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. This provision does not eliminate the liability of a director (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 Certificate and the Bylaws (the "Bylaws") of the Company require
the Company 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 the Company or any other corporation for
which he served as such at the request of the Company. 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 the Company 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 the Company.
In addition to the Certificate and Bylaws of the Company, Section
145(c) of the Delaware Corporation Law requires the Company 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.
The Company 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 the Company or was serving at the
request of the Company 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 the Company has the power to indemnify such person against such
liability at that time under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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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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EXHIBIT NO. DESCRIPTION
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<S> <C>
4.1 CTN's 1996 Stock Incentive Plan (incorporated by reference to Exhibit A to
the Company's Definitive Proxy Statement on Form 14A with respect to its
1996 Annual Meeting of Stockholders filed on July 1, 1996)
4.2 First Amendment to 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 10.3 to the CTN's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998 (File No. 000-19997) filed on May 15, 1998)
4.3 Second Amendment to 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 10.2 to the CTN's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1998 (File No. 000-19997) filed on August 14, 1998)
4.4 Third Amendment to 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 10.6 of CTN's Annual Report on Form 10-KSB for the year ended December
31, 1999 (File No. 000-19997) filed on March 30, 2000)
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)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included on signature page)
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(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;
(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
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<PAGE>
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
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 20th day of
June, 2000.
CTN MEDIA GROUP, INC.
By: /s/ Jason Elkin
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Jason Elkin
Chief Executive Officer and Chairman of the Board
In accordance with the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Jason Elkin Chairman of the Board, Chief Executive Officer June 20, 2000
------------------------------------ and Director (Principal Executive Officer)
Jason Elkin
/s/ Patrick G. Doran Chief Financial Officer, Treasurer and June 20, 2000
------------------------------------ Secretary (Principal Financial and Accounting
Patrick G. Doran Officer)
/s/ Martin Grant President, Chief Operating Officer and Director June 20, 2000
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Martin Grant
/s/ Daniel M. Gill Director June 20, 2000
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Daniel M. Gill
/s/ Steve Haft Director June 20, 2000
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Steve Haft
/s/ Geoffrey Kanter Director June 20, 2000
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Geoffrey Kanter
/s/ C. Thomas McMillen Director June 20, 2000
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C. Thomas McMillen
/s/ Hollis W. Rademacher Director June 20, 2000
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Hollis W. Rademacher
/s/ Stephen Roberts Director June 20, 2000
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Stephen Roberts
/s/ Avy H. Stein Director June 20, 2000
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Avy H. Stein
/s/ James Wood Director June 20, 2000
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James Wood
/s/ Sergio Zyman Director June 20, 2000
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Sergio Zyman
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