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As filed with the Securities and Exchange Commission on September 5, 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
Intervisual Books, Inc.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 92-2929217
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2716 OCEAN PARK BLVD., STE. 2020 90405
SANTA MONICA, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
NONSTATUTORY STOCK OPTION AGREEMENTS BETWEEN THE REGISTRANT AND
STEVEN D. ADES, JEFFREY NOBBS, STEVE SELSKY AND STEVE WALLACE
(Full Title of the Plan)
Waldo H. Hunt
Chief Executive Officer
Intervisual Books, Inc.
2716 Ocean Park Blvd., Ste. 2020
Santa Monica, California 90405
(Name and Address of Agent for Service)
(310) 396-8708
(Telephone Number, Including Area Code, of Agent for Service)
Please address a copy of all communications to:
Stephen D. Cooke, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
Telephone: (714) 668-6200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 140,000(3) $1.25 $175,000 $ 47
no par value 110,000(4) $1.25 $137,500 $ 37
per share 100,000(5) $1.25 $125,000 $ 33
75,000(6) $1.25 $ 93,750 $ 25
----
Total $142
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</TABLE>
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(1) 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.
(2) Calculated pursuant to Rule 457(h)(1), based on the actual price at which
options may be exercised under the Nonstatutory Stock Option Agreements.
(3) Based on the Nonstatutory Stock Option Agreement dated May 11, 1999
between Intervisual Books, Inc. and Steven D. Ades.
(4) Based on the Nonstatutory Stock Option Agreement dated May 13, 1999
between Intervisual Books, Inc. and Steven Selsky.
(5) Based on the Nonstatutory Stock Option Agreement dated May 12, 1999
between Intervisual Books, Inc. and Steven Wallace.
(6) Based on the Nonstatutory Stock Option Agreement dated March 25, 1999
between Intervisual Books, Inc. and Jeffrey Nobbs.
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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, 1999 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2000;
(c) The Registrant's quarterly report on Form 10-Q for the quarter
ended June 30, 2000;
(d) 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;
(e) 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; and
(f) 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.
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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 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:
Exhibit Number Description of Exhibit
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4.1 Nonstatutory Stock Option Agreement dated May 11, 1999,
between Intervisual Books, Inc. and Steven D. Ades.
(Incorporated by reference to Exhibit 10.32 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.2 Nonstatutory Stock Option Agreement dated May 13, 1999,
between Intervisual Books, Inc. and Steven Selsky.
(Incorporated by reference to Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.3 Nonstatutory Stock Option Agreement dated May 12, 1999
between Intervisual Books, Inc. and Steven Wallace.
(Incorporated by reference to Exhibit 10.36 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.4 Nonstatutory Stock Option Agreement dated March 25, 1999
between Intervisual Books, Inc. and Jeffrey Nobbs.
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
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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)
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.
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(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 1st day of
September, 2000.
INTERVISUAL BOOKS, INC.
By: /s/ Waldo H. Hunt
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Waldo H. Hunt
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nathan N. Sheinman and Dan P. Reavis,
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 September 1, 2000
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Waldo H. Hunt, Chairman of the Board, Date
Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Nathan N. Sheinman September 1, 2000
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Nathan N. Sheinman, President, Date
Chief Operating Officer, Director
(Signatures Continued on Following Page)
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/s/ Dan P. Reavis September 1, 2000
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Dan P. Reavis, Executive Vice President, Date
Chief Financial Officer, Director
(Principal Financial Officer)
/s/ Gail A. Thornhill September 1, 2000
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Gail A. Thornhill, Controller Date
(Principal Accounting Officer)
/s/ Steven D. Ades September 1, 2000
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Steven D. Ades, President Date
of the Video and New Media
Division, Director
/s/ Gordon Hearne September 1, 2000
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Gordon Hearne Date
Director
/s/ Leonard W. Jaffe September 1, 2000
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Leonard W. Jaffe Date
Director
/s/ Neil G. Berkman September 1, 2000
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Neil G. Berkman Date
Director
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Wong Weng Foo Date
Director
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Nonstatutory Stock Option Agreement dated May 11, 1999,
between Intervisual Books, Inc. and Steven D. Ades.
(Incorporated by reference to Exhibit 10.32 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.2 Nonstatutory Stock Option Agreement dated May 13, 1999,
between Intervisual Books, Inc. and Steven Selsky.
(Incorporated by reference to Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.3 Nonstatutory Stock Option Agreement dated May 12, 1999
between Intervisual Books, Inc. and Steven Wallace.
(Incorporated by reference to Exhibit 10.36 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.)
4.4 Nonstatutory Stock Option Agreement dated March 25, 1999
between Intervisual Books, Inc. and Jeffrey Nobbs.
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)
