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As filed with the Securities and Exchange Commission on June 23, 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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iNTELEFILM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1663712
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5501 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
(Address, including Zip Code, of Principal Executive Offices)
iNTELEFILM CORPORATION 2000 STOCK OPTION PLAN
iNTELEFILM CORPORATION 1999 BROAD-BASED STOCK INCENTIVE PLAN
iNTELEFILM CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
(Full Title of the Plans)
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JAMES G. GILBERTSON COPIES TO:
Chief Operating Officer
iNTELEFILM Corporation AVRON L. GORDON, ESQ. JILL J. THEIS, ESQ.
5501 Excelsior Boulevard BRETT D. ANDERSON, ESQ. General Counsel and Secretary
Minneapolis, Minnesota 55416 Briggs and Morgan, P.A. iNTELEFILM Corporation
(612) 925-8840 2400 IDS Center 5501 Excelsior Boulevard
(Name, Address and Telephone Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55416
Number of Agent for Service) (612) 334-8400 (612) 925-8894
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING AGGREGATE AMOUNT OF
BE PRICE PER OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE
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iNTELEFILM CORPORATION 2000 STOCK OPTION PLAN
Options to purchase common stock................................ 500,000 N/A N/A N/A
Common stock (par value $0.02 per share)........................ 500,000 shares $2.25 (2) $1,125,000 $297.00
iNTELEFILM CORPORATION 1999 BROAD-BASED STOCK INCENTIVE PLAN
Options to purchase common stock................................ 400,000 N/A N/A N/A
Common stock (par value $0.02 per share)........................ 400,000 shares $2.25 (2) $900,000 $237.60
iNTELEFILM CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT
Options to purchase common stock................................ 100,000 N/A N/A N/A
Common stock (par value $0.02 per share)........................ 100,000 shares $2.06 (3) $206,000 $54.38
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the iNTELEFILM Corporation
2000 Stock Option Plan, the iNTELEFILM Corporation 1999 Broad-Based
Stock Incentive Plan and the iNTELEFILM Corporation Non-Qualified Stock
Option Agreement by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee
under Rule 457(h) of the Securities Act of 1933, as amended, and based
upon the average of the high and low prices for such stock on June 21,
2000, as reported by the Nasdaq National Market.
(3) Estimated solely for the purpose of calculating the registration fee
under Rule 457(h) of the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to documents we file with the SEC. The information incorporated by
reference is considered to be part of this registration statement. Information
that we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until all of the shares covered by this registration
statement have been sold or deregistered:
- Annual Report on Form 10-KSB for the year ended December 31,
1999;
- Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000;
- Description of our common stock contained in our Registration
Statement on Form 8-A (File No. 000-21534) filed on June 23,
2000;
- Current Reports on Form 8-K filed on April 27, 2000, April 26,
2000, March 23, 2000, March 3, 2000, February 29, 2000, and
January 19, 2000; and
- Definitive Schedule 14A (Proxy Statement) filed on April 28,
2000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a Minnesota business
corporation, we 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 (as defined) 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 one 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.
Article 6.2 of our Bylaws provides that we will indemnify our
directors, officers, employees and agents, past or present, and persons serving
as such of another corporation or entity at our request, for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Section 302A.521.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number Description
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4.1 Articles of Incorporation, as amended and restated
(incorporated by reference to our Current Report on Form 8-K
(File No. 000-21534) filed October 1, 1999).
4.2 Bylaws, as amended and restated (incorporated by reference to
our Registration Statement on Form S-18 (File No. 33-44412)
filed December 5, 1991).
4.3 Specimen common stock certificate (incorporated by reference
to our Registration Statement on Form S-18 (File No. 33-44412)
filed November 27, 1991).
4.4 Rights Agreement between us and Norwest Bank Minnesota,
National Association, as Rights Agent, dated as of February
19, 1998, which includes, as exhibits, the Form of Right
Certificate and the Form of Summary of Rights (incorporated by
reference to our Registration Statement on Form 8-A (File No.
000-21534) filed on February 20, 1998).
5 Opinion of Jill J. Theis, Esq.
23.1 Consent of Jill J. Theis, Esq. (included in Exhibit 5).
23.2 Consent of Independent Certified Public Accountants.
24 Powers of Attorney (included on Signature Page).
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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; (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; and (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; 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 those 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 any 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.
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(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.
(4) 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 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.
(b) 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 SEC 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 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 the 23rd day of
June, 2000.
iNTELEFILM CORPORATION
By /s/ Christopher T. Dahl
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Christopher T. Dahl
President, Chief Executive Officer and Chairman
of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James G. Gilbertson and Jill J. Theis,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, 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 SEC, granting unto said
attorneys-in-fact and agents, and each of them, 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 any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
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Signature Title Date
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/s/Christopher T. Dahl President, Chief Executive June 23, 2000
----------------------- Officer and Chairman of the
Christopher T. Dahl Board (Principal Executive
Officer)
/s/Steven C. Smith Chief Financial Officer June 23, 2000
------------------------ (Principal Accounting Officer
Steven C. Smith and Principal Financial Officer)
/s/Richard W. Perkins Director June 23, 2000
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Richard W. Perkins
/s/Michael R. Wigley Director June 23, 2000
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Michael R. Wigley
/s/William E. Cameron Director June 23, 2000
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William E. Cameron
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Articles of Incorporation, as amended and restated
(incorporated by reference to our Current Report on Form 8-K
(File No. 000-21534) filed October 1, 1999).
4.2 Bylaws, as amended and restated (incorporated by reference to
our Registration Statement on Form S-18 (File No. 33-44412)
filed December 5, 1991).
4.3 Specimen common stock certificate (incorporated by reference
to our Registration Statement on Form S-18 (File No. 33-44412)
filed November 27, 1991).
4.4 Rights Agreement between us and Norwest Bank Minnesota,
National Association, as Rights Agent, dated as of February
19, 1998, which includes, as exhibits, the Form of Right
Certificate and the Form of Summary of Rights (incorporated by
reference to our Registration Statement on Form 8-A (File No.
000-21534) filed on February 20, 1998).
5 Opinion of Jill J. Theis, Esq.
23.1 Consent of Jill J. Theis, Esq. (included in Exhibit 5).
23.2 Consent of Independent Certified Public Accountants.
24 Powers of Attorney (included on Signature Page).
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