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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000
REGISTRATION NO. 333-38474
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 5
TO
FORM S-4
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
(612) 925-8840
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHRISTOPHER T. DAHL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
5501 EXCELSIOR BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
(612) 925-8840
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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AVRON L. GORDON, ESQ. JILL J. THEIS, ESQ.
CHRISTOPHER C. CLEVELAND, ESQ. GENERAL COUNSEL AND SECRETARY
BRETT D. ANDERSON, ESQ. iNTELEFILM CORPORATION
JAMES R. SANKOVITZ, ESQ. 5501 EXCELSIOR BOULEVARD
BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION MINNEAPOLIS, MINNESOTA 55416
2400 IDS CENTER, 80 SOUTH EIGHTH STREET (612) 925-8894 (PHONE)
MINNEAPOLIS, MINNESOTA 55402 (612) 925-8840 (FAX)
(612) 334-8400 (PHONE)
(612) 334-8650 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that as a Minnesota business
corporation, iNTELEFILM 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 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 iNTELEFILM's bylaws provides that iNTELEFILM will indemnify
its directors, officers, employees and agents, past or present, and persons
serving as such of another corporation or entity at iNTELEFILM's request, for
such expenses and liabilities, in such manner, under such circumstances, and to
such extent as permitted under Section 302A.521.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Incorporation of iNTELEFILM Corporation, as
amended and restated (incorporated by reference to
iNTELEFILM's Current Report on Form 8-K (File No. 000-21534)
filed October 1, 1999).
3.2 Bylaws of iNTELEFILM, as amended and restated (incorporated
by reference to iNTELEFILM's Registration Statement on Form
S-18 (File No. 33-44412) filed December 5, 1991).
5 Opinion of Jill J. Theis, Esq.*
8 Opinion of Briggs and Morgan, Professional Association
regarding tax matters.
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 8 hereto).
23.2 Consent of BDO Seidman, LLP for iNTELEFILM.*
23.3 Consent of BDO Seidman, LLP for Harmony.*
23.4 Consent of Jill J. Theis, Esq. (included in Exhibit 5
hereto).
24.1 Powers of Attorney.*
24.2 Power of Attorney from William H. Spell.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Letter to Clients.*
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* Previously filed.
(b) Financial Statement Schedules.
None.
(c) Item 4(b) Information.
None.
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ITEM 22. UNDERTAKINGS.
iNTELEFILM undertakes:
(A)(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 not previously disclosed in the registration statement
or any material change to such information in the 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) That, for 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
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
(C) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(D) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
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Insofar as indemnification by the registrant 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 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 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 November 21, 2000.
iNTELEFILM CORPORATION
By /s/ CHRISTOPHER T. DAHL
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Christopher T. Dahl
President, Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated.
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SIGNATURE TITLE DATE
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/s/ CHRISTOPHER T. DAHL President, Chief Executive November 21, 2000
--------------------------------------------------- Officer and Director
Christopher T. Dahl (Principal executive
officer)
/s/ STEVEN C. SMITH Chief Financial Officer November 21, 2000
--------------------------------------------------- (Principal accounting
Steven C. Smith and financial officer)
* Director
---------------------------------------------------
Richard W. Perkins
* Director
---------------------------------------------------
Michael R. Wigley
* Director
---------------------------------------------------
William E. Cameron
* Director
---------------------------------------------------
William H. Spell
*By: /s/ CHRISTOPHER T. DAHL Director November 21, 2000
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Christopher T. Dahl
Attorney-in-fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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3.1 Articles of Incorporation of iNTELEFILM Corporation, as
amended and restated (incorporated by reference to
iNTELEFILM's Current Report on Form 8-K (File No. 000-21534)
filed October 1, 1999).
3.2 Bylaws of iNTELEFILM, as amended and restated (incorporated
by reference to iNTELEFILM's Registration Statement on Form
S-18 (File No. 33-44412) filed December 5, 1991).
5 Opinion of Jill J. Theis, Esq.*
8 Opinion of Briggs and Morgan, Professional Association
regarding tax matters.
23.1 Consent of Briggs and Morgan, Professional Association
(included in Exhibit 8 hereto).
23.2 Consent of BDO Seidman, LLP for iNTELEFILM.*
23.3 Consent of BDO Seidman, LLP for Harmony.*
23.4 Consent of Jill J. Theis, Esq. (included in Exhibit 5
hereto).
24.1 Powers of Attorney.*
24.2 Power of Attorney from William H. Spell.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Letter to Clients.*
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* Previously filed.
