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As filed with the Securities and Exchange Commission on February 12, 1997
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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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)
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1996 EMPLOYEE STOCK PURCHASE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plans)
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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>
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Proposed
Proposed maximum maximum
Title of securities to be Amount to be offering price per aggregate Amount of
registered registered share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.02 par value,
issuable under the 1996 Employee
Stock Purchase Plan 400,000 $3.93(1) $1,572,000(1) $ 476
Non-Qualified Stock
Option Agreements Held by:
Christopher T. Dahl 66,250 $8.00 $ 530,000 $ 161
Melvin E. Paradis 75,000 $8.38 $ 628,500 $ 190
Gary W. Landis 60,001 $12.76 $ 765,613 $ 232
Lance W. Riley 40,000 $9.50 $ 380,000 $ 115
James G. Gilbertson 25,000 $5.875 $ 146,875 $ 45
Barbara A. McMahon 25,000 $5.875 $ 146,875 $ 45
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Total 691,251 $4,169,863 $ 1,264
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------- ---------- --------
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</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale price for
such stock on February 6, 1997, as reported by the Nasdaq National Market
System.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity of the person, against judgments,
penalties, fines, settlements and reasonable expenses incurred by the person in
connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending, or completed civil, criminal,
administrative, arbitration, or investigative proceeding, including a proceeding
by or in the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
The Company's Articles of Incorporation as amended and restated limit the
liability of directors in their capacity as directors to the Company or its
stockholders to the fullest extent permitted by Minnesota law. Specifically, a
director shall not be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except (i) for any
breach of the director's duty of loyalty to the Company or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) for dividends, stock repurchases
and other distributions made in violation of Minnesota law or for violations of
federal or state securities laws; (iv) for any transaction from which the
director derived an improper personal benefit; or, (v) for any act or omission
occurring prior to the effective date of the provision in the Company's Articles
of Incorporation limiting such liability. These provisions do not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available.
Article 6 of the Company's Restated and Amended Bylaws, as amended,
provides that director, officers, employees and agents, past or present, of the
Company, and persons serving as such of another corporation or entity at the
request of the Company, shall be indemnified by the Company for such expenses
and liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes Section 302A.521.
II-1
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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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).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes as follows:
(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 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. 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.
(iii) To include any material information with respect to the
plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by the foregoing paragraphs is contained in
periodic reports filed 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 liability under 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.
(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.
II-2
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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 Minneapolis, state of Minnesota, on this 12th day of
February, 1997.
CHILDREN'S BROADCASTING CORPORATION
By /s/ Christopher T. Dahl
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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
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Richard W. Perkins
/s/ Rodney P. Burwell Director February 12, 1997
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Rodney P. Burwell
/s/ Mark A. Cohn Director February 12, 1997
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Mark A. Cohn
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EXHIBIT INDEX
Exhibit
Number Description
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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.
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EXHIBIT 5.1
February 12, 1997
Children's Broadcasting Corporation
724 First Street North
Minneapolis, Minnesota 55401
RE: REGISTRATION STATEMENT ON FORM S-8
1996 EMPLOYEE STOCK PURCHASE 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 400,000 shares
of Common Stock, $.02 par value, of the Company (the "Common Stock"), to be
issued upon exercise of options granted under the Company's 1996 Employee Stock
Purchase Plan (the "Plan") and the proposed issuance of 291,251 shares of Common
Stock to be issued upon exercise of various Non-Qualified Stock Option
Agreements (the "Agreements"). The 691,251 shares of Common Stock covered by
the Registration Statement are collectively referred to herein as the "Shares."
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 or the Agreements, as applicable,
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
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Lance W. Riley
General Counsel and Secretary
Children's Broadcasting Corporation
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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
1996 Employee Stock Purchase Plan and Non-Qualified Stock Option Agreements
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
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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.
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SMOLIN, LUPIN & CO., P.A.
West Orange, New Jersey
February 11, 1997
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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
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MARK CARNEY
Certified Public Accountant
Farmington Hills, Michigan
February 12, 1997
