<PAGE>
As filed with the Securities and Exchange Commission on February 12, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
CHILDREN'S BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 5961 41-1663712
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Identification No.)
Classification Code
Number)
724 FIRST STREET NORTH
MINNEAPOLIS, MINNESOTA 55401
(Address, including zip code, of principal executive offices)
--------------
1994 STOCK OPTION PLAN
(Full title of the plan)
--------------
JAMES G. GILBERTSON, CHIEF OPERATING OFFICER AND TREASURER
CHILDREN'S BROADCASTING CORPORATION
724 FIRST STREET NORTH
MINNEAPOLIS, MINNESOTA 55401
(612) 338-3300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
AVRON L. GORDON, ESQ. LANCE W. RILEY, ESQ.
BRETT D. ANDERSON, ESQ. CHILDREN'S BROADCASTING CORPORATION
BRIGGS AND MORGAN, P.A. 724 FIRST STREET NORTH
2400 IDS CENTER MINNEAPOLIS, MINNESOTA 55401
MINNEAPOLIS, MINNESOTA 55402 (612) 330-9521
(612) 334-8417
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of securities to be Amount to be offering price per aggregate Amount of
registered registered share(1) offering price(1) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.02 par value, issuable under
the 1994 Stock Option Plan 750,000 $4.625 $3,468,750 $1052
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale for such
stock on February 6, 1997, as reported by the Nasdaq National Market
System.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by Children's Broadcasting
Corporation (the "Company") pursuant to General Instruction E to the Form S-8
Registration Statement under the Securities Act of 1933, as amended, to register
an additional 750,000 shares of the Company's Common Stock, $.02 par value (the
"Common Stock"), which will be issued pursuant to the Company's 1994 Stock
Option Plan (the "Plan"). A total of 250,000 shares of Common Stock issuable
under the Plan have been previously registered pursuant to the Company's Form
S-8 Registration Statement filed with the Securities and Exchange Commission on
June 16, 1995 (Registration No. 33-93546), and the information contained therein
is hereby incorporated by reference herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995 (File No. 0-21534) filed on March 28, 1996,
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (File
No. 0-21534) filed on May 3, 1996, August 12, 1996 and November 13, 1996,
respectively, and amended by Form 10-QSB/A for the fiscal quarter ended
June 30, 1996 (File No. 0-21534) filed on October 17, 1996; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form S-2 (No. 33-80721) filed on December 21,
1995, and amended by Amendment Nos. 1, 2, 3 and 4 filed on February 1,
February 20, February 27 and February 28, 1996, respectively.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment 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 in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Lance W. Riley, Esq.
23.1 Consent of Lance W. Riley, Esq. (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Smolin, Lupin & Co., P.A., Certified Public Accountants.
23.4 Consent of Kleiman, Carney & Greenbaum, Certified Public Accountants.
24.1 Powers of Attorney (included on Signature Page).
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Minneapolis, state of Minnesota, on this 12th day of
February, 1997.
CHILDREN'S BROADCASTING CORPORATION
By /s/ Christopher T. Dahl
------------------------------------
Christopher T. Dahl
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lance W. Riley and James G. Gilbertson, or either
of them (with full power to act alone), as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully 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 by the following persons in the
capacities and on the date indicated.
/s/ Christopher T. Dahl President, Chief Executive February 12, 1997
- ------------------------- Officer and Director
Christopher T. Dahl (Principal Executive Officer)
/s/ James G. Gilbertson Chief Operating Officer and February 12, 1997
- ------------------------- Treasurer (Principal
James G. Gilbertson Accounting Officer and
Principal Financial Officer)
/s/ Richard W. Perkins Director February 12, 1997
- -------------------------
Richard W. Perkins
/s/ Rodney P. Burwell Director February 12, 1997
- -------------------------
Rodney P. Burwell
/s/ Mark A. Cohn Director February 12, 1997
- -------------------------
Mark A. Cohn
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Lance W. Riley, Esq.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Smolin, Lupin & Co., P.A., Certified Public Accountants.
23.4 Consent of Kleiman, Carney & Greenbaum, Certified Public Accountants.
<PAGE>
EXHIBIT 5.1
February 12, 1997
Children's Broadcasting Corporation
724 First Street North
Minneapolis, MN 55401
RE: REGISTRATION STATEMENT ON FORM S-8
1994 STOCK OPTION PLAN
Gentlemen:
I am General Counsel to Children's Broadcasting Corporation, a Minnesota
corporation (the "Company"), in connection with its filing of a Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended, in connection with the proposed issuance of an additional
750,000 shares of Common Stock, $.02 par value, of the Company (the "Shares"),
to be issued upon exercise of options granted under the Company's 1994 Stock
Option Plan (the "Plan").
I have examined the Registration Statement and those documents, corporate
records, and other instruments I deemed relevant as a basis for the opinion
herein expressed.
Based on the foregoing, it is my opinion that when the Registration
Statement is filed with the Securities and Exchange Commission, and the Shares
have been issued as contemplated by the Plan, the Shares will be legally and
validly issued, fully-paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Lance W. Riley
----------------------------------------
Lance W. Riley
General Counsel and Secretary
Children's Broadcasting Corporation
<PAGE>
EXHIBIT 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Children's Broadcasting Corporation 1994 Stock
Option Plan of our report dated January 31, 1996, with respect to the
consolidated financial statements of Children's Broadcasting Corporation for the
year ended December 31, 1995, included in its Annual Report (Form 10-KSB) filed
with the Securities and Exchange Commission.
Minneapolis, Minnesota
February 11, 1997
/s/ ERNST & YOUNG LLP
<PAGE>
EXHIBIT 23.3
[Smolin, Lupin & Co., P.A. letterhead]
Children's Broadcasting Corporation
724 First Street North, 4th Floor
Minneapolis, Minnesota 55401
Gentlemen:
We consent to the use of our reports for the eleven months ended March 31, 1996
and 1995, and the reports for the years ended April 30, 1993, 1994, and 1995,
with respect to the financial statements of Radio Elizabeth, Inc. incorporated
by reference in the Registration Statement (Form S-8) of Children's Broadcasting
Corporation for the registration of shares of its common stock.
/s/SMOLIN, LUPIN & CO., P.A.
- -----------------------------------
SMOLIN, LUPIN & CO., P.A.
West Orange, New Jersey
February 11, 1997
<PAGE>
EXHIBIT 23.4
[Kleiman, Carney & Greenbaum, P.C. letterhead]
February 12, 1997
Consent of Independent Auditors
We consent to the use of our reports dated January 19, 1996, February 2, 1996
and May 30, 1996, with respect to the financial statements of Wolpin
Broadcasting Company incorporated by reference in the Registration Statement
(Form S-8) and related Prospectus of Children's Broadcasting Corporation for the
registration of shares of its common stock.
Very truly yours,
KLEIMAN, CARNEY & GREENBAUM
/s/ MARK CARNEY
-----------------------------------
MARK CARNEY
Certified Public Accountant
Farmington Hills, Michigan
February 12, 1997
