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As filed with the Securities and Exchange Commission on August 14, 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)
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MINNESOTA 41-1663712
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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5501 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
(Address, including Zip Code, of Principal Executive Offices)
INTELEFILM CORPORATION 1994 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
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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 1994 DIRECTOR STOCK OPTION PLAN
Options to purchase common stock............................ 375,000 N/A N/A N/A
Common stock (par value $0.02 per share).................... 375,000 shares $1.85935(2) $697,256.25 $184.08
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(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the iNTELEFILM Corporation 1994
Director Stock Option Plan 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 August 7, 2000, as
reported by the Nasdaq National Market.
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REGISTRATION OF ADDITIONAL SECURITIES
We are filing this registration statement pursuant to General
Instruction E to the Form S-8 Registration Statement, under the Securities Act,
to register an additional 375,000 shares of our common stock which will be
issued pursuant to our 1994 Director Stock Option Plan (the "Plan"). Such shares
represent the increase in the number of shares reserved for issuance under the
Plan which was approved by our shareholders at the Annual Meeting of
Shareholders held on June 22, 1999. A total of 125,000 shares of common stock
issuable under the Plan have been previously registered pursuant to our
registration statement on Form S-8 filed with the SEC on June 16, 1995
(Registration No. 33-93546), and the information contained therein is hereby
incorporated by reference herein.
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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 Reports on Form 10-QSB for the quarters ended March
31, 2000 and June 30, 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 July 10, 2000, June 22,
2000, 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 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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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 14th day of
August, 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 Officer and August 14, 2000
------------------------------ Chairman of the Board (Principal
Christopher T. Dahl Executive Officer)
/s/ Steven C. Smith Chief Financial Officer (Principal August 14, 2000
------------------------------ Accounting Officer and Principal
Steven C. Smith Financial Officer)
/s/ Richard W. Perkins Director August 14, 2000
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Richard W. Perkins
/s/ Michael R. Wigley Director August 14, 2000
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Michael R. Wigley
/s/ William E. Cameron Director August 14, 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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