<PAGE> 1
As filed with the Securities and Exchange Commission on July 11, 2000.
Registration No. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPATIALIZER AUDIO LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 3698 95-4484725
---------------------------- --------------------------- -------------------
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
20700 Ventura Boulevard, Suite 140
Woodland Hills, California 91364
(818) 227-3370
(Address, including zip code, of registrant's principal executive offices)
1996 Incentive Plan
(Full Title of the Plan)
Henry R. Mandell, Chief Executive Officer
Spatializer Audio Laboratories, Inc.
20700 Ventura Boulevard, Suite 140
Woodland Hills, California 91364
(818) 227-3370
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Margaret G. Graf, Esq.
Brand Farrar & Buxbaum LLP
515 South Flower Street, Suite 3500
Los Angeles, California 90071-2201
(213) 228-0288
Direct Dial: (213) 426-6260
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount to be Proposed Maximum Maximum Amount of
Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered (1)(2) Share (3) Price (1)(2) (1)(2)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,559,467 $0.609375 $2,169,050.21 $572.63
$.01 par value per
share
</TABLE>
(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of this Plan become operational.
(2) The price of $0.609375 per share, which is the average of the bid and
asked prices of the Common Stock reported on the OTC Bulletin Board on
July 10, 2000, is set forth solely for purposes of calculating the
filing fee pursuant to Rule 457(c) and (h).
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the "1933
Act"). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "SEC") and the instructions to Form S-8, such documents
are not being filed with the SEC either as part of this Registration Statement
or as prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the SEC and the instructions to Form S-8, such
documents are not being filed with the SEC either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
registration statement:
(1) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, filed with the Commission on May 1, 2000.
(2) The Company's Registration Statement Amendment No. 1 to Form S-3 on
Form S-1 Registration Statement, filed with the commission on April 17, 2000.
(3) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Commission on March 30, 2000.
(4) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2000, filed with the Commission on May 9, 2000.
(5) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated July 17, 1995 filed with the
Commission pursuant to Section 12 of the 1934 Act, as amended by Amendment
Number One thereto dated August 15, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 in each year during which the offering
made by this registration statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year shall
not be Incorporated Documents or be incorporated by reference in this
registration statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained in an Incorporated Documents shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded
<PAGE> 5
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
In December 1999, Brand Farrar & Buxbaum LLP was issued 55,000 shares of
Common Stock in payment of a portion of its billed invoices for legal services.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and the Restated
Certificate of Incorporation of the Company provide for indemnification of
directors and officers for expenses (including reasonable amounts paid in
settlement) incurred in defending actions brought against them. The Company's
Restated Certificate of Incorporation provides that directors and officers shall
be indemnified and held harmless by the Company to the fullest extent permitted
by the laws of Delaware as the same now or hereafter exist.
Section 102(b)(7) of the Delaware General Corporation Law and the
Company's Restated Certificate of Incorporation contains a provision that
eliminates, to the fullest extent permitted by Delaware law, the personal
liability of each director of the Company to the Company and its shareholders
for monetary damages for certain breaches of fiduciary duty. This provision
relieves the director of liability for monetary damages for breaches of the duty
of loyalty, actions or omissions not in good faith, knowing violation of law or
intentional misconduct, willful or negligent conduct in approving an unlawful
dividend, stock repurchase or redemption or obtaining improper personal benefits
and certain other transactions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
<PAGE> 6
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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 (the "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.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
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.
(5) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE> 7
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 Los Angeles, State of California on July 11, 2000.
SPATIALIZER AUDIO LABORATORIES, INC.
By: /S/ Henry R. Mandell
------------------------------------------
Name: Henry R. Mandell
Title: Chief Executive Officer
<PAGE> 8
POWER OF ATTORNEY
We, the undersigned officers and directors of Spatializer Audio
Laboratories, Inc., hereby severally constitute Henry R. Mandell our true and
lawful attorney with full power to him, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
on behalf in the capacities indicated below to enable Spatializer Audio
Laboratories, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorney, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ Stephen W. Desper Director June 22, 2000
-----------------------------
Stephen W. Desper
/S/ Carlo Civelli Director June 16, 2000
-----------------------------
Carlo Civelli
/S/ James D. Pace Director June 21, 2000
-----------------------------
James D. Pace
/S/ Gilbert N. Segel Director June 8, 2000
-----------------------------
Gilbert N. Segel
</TABLE>
<PAGE> 9
EXHIBIT INDEX
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the registrant with the Securities and Exchange Commission,
as indicated. All other documents listed are filed with this registration
statement.
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C> <C>
4.1 * 1996 Incentive Plan. (Incorporated by reference to the
Company's Proxy Statement dated June 26, 1996 and
previously filed with the Commission.)
4.2 * Certificate of Incorporation of the Company.
(Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
4.3 * Amended and Restated Bylaws of the Company. (Incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-90532,
effective August 21, 1995.)
4.4 * Form of Subscription Agreement for August 1994 Private
Placement. (Incorporated by reference to the Registrant's
registration statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
4.5 * Form of Subscription Agreement for November 1994 Private
Placement. (Incorporated by reference to the Registrant's
registration statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
4.6 * Form of Spatializer-Yukon Incentive Stock Option
Agreement. (Incorporated by reference to the Registrant's
registration statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
4.7 * Spatializer-Delaware Incentive Stock Option Plan (1995
Plan). (Incorporated by reference to the Registrant's
registration statement on Form S-1, Registration No.
33-90532, effective August 21, 1995.)
4.8 * Performance Share Escrow Agreements dated June 22, 1992
among Montreal Trust Company of Canada, Spatializer-Yukon
and
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
certain shareholders with respect to escrow of 2,181,048
common shares of Spatializer-Yukon. (Incorporated by
reference to the Registrant's registration statement on
Form S-1, Registration No. 33-90532, effective August
21, 1995.)
4.6 * Spatializer-Delaware 1996 Incentive Plan. (Incorporated by
reference to the Registrant's Proxy Statement dated June
25, 1996 and previously filed with the SEC.)
4.7 * Form of Subscription Agreement for 1995 Private
Placements. (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.8 * Form of Subscription Agreement and Warrant Agreement for
March 7, 1997 Private Placement. (Incorporated by
reference to the Registrant's Registration Statement on
Form S-1, dated April 17, 2000 and previously filed with
the SEC.)
4.9 * Modification Agreement for Escrowed Performance Shares.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.10 * Form of 7% Convertible Series A Preferred Stock
Subscription Agreement, Warrant Agreement and Registration
Right Agreement (with Form of Amendment) for April 14,
1998 Private Placement. (Incorporated by reference to the
Registrant's Registration Statement on Form S-1, dated
April 17, 2000 and previously filed with the SEC.)
4.11 * Form of Common Stock Subscription Agreement for December
1999 Private Placement with CPR (USA) Inc., LibertyView
Funds, L.P. and LibertyView Fund, LLC. (Incorporated by
reference to the Registrant's Registration Statement on
Form S-1, dated April 17, 2000 and previously filed with
the SEC.)
4.12 * Form of Secured Non-Negotiable Convertible Promissory Note
issued to CPR (USA) Inc., LibertyView Funds, L.P. and
LibertyView Fund, LLC in the original principal amounts of
$112,620.55, $90,096.43 and $22,524.12, respectively.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C>
4.13 * Form of Agreement Regarding Indebtedness, dated December
29, 1999, among the Registrant and CPR (USA) Inc.,
LibertyView Funds, L.P. and LibertyView Fund, LLC.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.14 * Form of Security Agreement, dated December 29, 1999, among
the Registrant and CPR (USA) Inc., LibertyView Funds, L.P.
and LibertyView Fund, LLC. (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, dated
April 17, 2000 and previously filed with the SEC.)
4.15 * Form of Common Stock Subscription Agreement for December
1999 Private Placement with Bank Insinger de Beaufort.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.16 * Form of Common Stock Subscription Agreement for December
1999 Private Placement with Romofin AG. (Incorporated by
reference to the Registrant's Registration Statement on
Form S-1, dated April 17, 2000 and previously filed with
the SEC.)
4.17 * Form of Common Stock Subscription Agreement for December
1999 Private Placement with Arab Commerce Bank.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.18 * Form of 10% Convertible Series B Preferred Stock
Subscription Agreement for December 1999 Private Placement
with Clarion Finanz, A.B., Carlo Civelli, Henry R.
Mandell, James D. Pace, Jerold H. Rubenstein, Gilbert N.
Segel, Aton Select Fund, Ltd., and Romofin A.G.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.19 * Form of Agreement Regarding Cancellation of Warrants,
dated December 29, 1999, among the Registrant, CPR(USA)
Inc., LibertyView Funds, L.P., LibertyView Fund, LLC,
Clarion Finanz, A.G. and Aton Select Fund, Ltd.
(Incorporated by reference to the Registrant's
Registration Statement on Form S-1, dated April 17, 2000
and previously filed with the SEC.)
4.20 * Certificate of Designation of Series B 10% Redeemable
Convertible Preferred Stock (included in Exhibit 4.18).
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
5.1 Opinion of Brand Farrar & Buxbaum LLP
23.1 Consent of Farber & Hass
23.2 Consent of Brand Farrar & Buxbaum LLP, set forth in the
opinion filed as Exhibit 5.1 hereto
</TABLE>
