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As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERVISUAL BOOKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 92-2929217
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2716 OCEAN PARK BLVD., STE. 2020 90405
SANTA MONICA, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
NONSTATUTORY STOCK OPTION AGREEMENTS DATED JANUARY 13, 1997,
BETWEEN INTERVISUAL BOOKS, INC. AND NEIL STUART
(Full Title of the Plan)
Waldo H. Hunt Please address a copy of all communications to:
Chief Executive Officer
Intervisual Books, Inc. Stephen D. Cooke, Esq.
2716 Ocean Park Blvd., Ste. 2020 Paul, Hastings, Janofsky & Walker LLP
Santa Monica, California 90405 695 Town Center Drive, 17th Floor
(Name and Address of Agent for Service) Costa Mesa, California 92626
Telephone: (714) 668-6200
(310) 396-8708
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
========================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price Fee
========================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
No Par Value
Per Share 125,000(2) $1.375 $171,875 $53.00
</TABLE>
(1) Calculated pursuant to Rule 457(h)(1), based on the actual price at
which options may be exercised under the Nonstatutory Stock Option
Agreements dated January 13, 1997, between Intervisual Books, Inc. and
Neil Stuart (the "Agreements").
(2) This Registration Statement covers, in addition to such number of shares
issuable upon exercise of the options granted under the Agreements, an
indeterminate number of additional shares which may become subject to
options as a result of the adjustment provisions of the Agreements. The
registration fee is calculated only on the stated number of shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by
reference:
(a) The Registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1996 filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's quarterly reports on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997;
(c) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's annual report referred to in (a) above; and
(d) The description of the Registrant's common stock, no
par value, which is contained in its Form 8-A filed on May 26, 1992 under the
Exchange Act, including any amendments filed for the purpose of updating such
description.
All documents subsequently filed with the Commission by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 204 and 317 of the California Corporations Code
(the "Code") contain provisions concerning the Registrant's ability to indemnify
its agents (including directors and officers) from certain liabilities and
expenses incurred as a result of any preceding arising by reason of the fact
that such person
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is or was an agent of the Registrant. The Registrant has adopted provisions in
its Restated Articles of Incorporation which eliminate the personal liability of
a director from monetary damages to the fullest extent permissible under the
Code and which authorize the Registrant to provide indemnification of its
agents. The Registrant's Bylaws provide indemnification to its agents to the
maximum extent permitted by the Code. The Registrant has also entered into
indemnification agreements with its directors and certain key officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration
Statement are as follows:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
<S> <C>
4.1 Nonstatutory Stock Option Agreement dated January 13, 1997, between
Intervisual Books, Inc. and Neil Stuart (options to purchase 75,000 shares of
common stock).*
4.2 Nonstatutory Stock Option Agreement dated January 13, 1997, between
Intervisual Books, Inc. and Neil Stuart (options to purchase 50,000 shares of
common stock).**
5 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5).
24 Power of Attorney (contained on Signature Page of Registration Statement).
</TABLE>
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* Incorporated by reference from Exhibit 10.19 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
** Incorporated by reference from Exhibit 10.20 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
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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 of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from 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 Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on this 19th
day of August, 1997.
INTERVISUAL BOOKS, INC.
By: /s/Nathan N. Sheinman
-------------------------------------
Nathan N. Sheinman
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nathan N. Sheinman and Gail A.
Thornhill, jointly and severally, his or her attorneys-in-fact, each with power
of substitution for him or her in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with the exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
/s/Waldo H. Hunt August 19, 1997
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Waldo H. Hunt, Chairman of the Board, Date
Chief Executive Officer, Director
(Principal Executive Officer)
/s/Nathan N. Sheinman August 19, 1997
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Nathan N. Sheinman, President, Date
Chief Operating Officer, Director
/s/Gail A. Thornhill August 19, 1997
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Gail A. Thornhill, Controller Date
Interim Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
(Signatures Continued on Following Page)
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/s/Gordon Hearne August 19, 1997
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Gordon Hearne Date
Director
/s/John J. McNaughton August 19, 1997
- ---------------------------------------- ----------------
John J. McNaughton Date
Director
/s/Peter Seymour August 19, 1997
- ---------------------------------------- ----------------
Peter Seymour Date
Director
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EXHIBIT INDEX
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<CAPTION>
Exhibits
<S> <C>
4.1 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books,
Inc. and Neil Stuart (options to purchase 75,000 shares of common stock).*
4.2 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books,
Inc. and Neil Stuart (options to purchase 50,000 shares of common stock).**
5 Opinion of Paul, Hastings, Janofsky & Walker LLP.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5).
24 Power of Attorney (contained on Signature Page of Registration Statement).
</TABLE>
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* Incorporated by reference from Exhibit 10.19 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
** Incorporated by reference from Exhibit 10.20 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996.
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LAW OFFICES OF
PAUL, HASTINGS, JANOFSKY & WALKER LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
695 TOWN CENTER DRIVE
SEVENTEENTH FLOOR
COSTA MESA, CALIFORNIA 92626-1924
TELEPHONE (714) 668-6200
FACSIMILE (714) 979-1921
August 19, 1997
Intervisual Books, Inc.
2716 Ocean Park Boulevard, Suite 2020
Santa Monica, California 90405
Re: Nonstatutory Stock Option Agreements dated January
13, 1997, between Intervisual Books, Inc. and Neil
Stuart; Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel for Intervisual Books, Inc., a California
corporation (the "Company"), you have requested our opinion in connection with
the preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") registering
125,000 shares of the Company's common stock, no par value, for issuance
pursuant to options granted by the Company under the Nonstatutory Stock Option
Agreements dated January 13, 1997, between the Company and Neil Stuart (the
"Option Agreements").
We have examined such records and documents and made
such examination of law as we have deemed relevant in connection with this
opinion. Based on the foregoing, we are of the opinion that the 125,000 shares
covered by the Registration Statement, when issued in accordance with the terms
of the Prospectus forming a part of the Registration Statement and in accordance
with the Option Agreements, will be legally issued, fully-paid and
nonassessible.
We hereby consent to the filing of this opinion as an
exhibit to the above-referenced Registration Statement.
Respectfully Submitted,
/s/ Paul, Hastings, Janofsky & Walker LLP
EXHIBIT 5
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Intervisual Books, Inc.
Santa Monica, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our report
dated February 21, 1997, relating to the consolidated financial statements and
schedule of Intervisual Books, Inc. appearing in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996.
BDO SEIDMAN, LLP
Los Angeles, California
August 15, 1997
