As Filed with the Securities and Exchange Commission on October 28, 1998
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CONCEPTS DIRECT, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 52-1781893
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 Colorful Avenue, Longmont, Colorado 80504
(Address of Principal Executive Offices) (Zip Code)
1992 STOCK OPTION PLAN
(Full title of the plan)
Phillip A. Wiland, Chief Executive Officer
Concepts Direct, Inc.
2950 Colorful Avenue, Longmont, Colorado 80504
(Name and address of agent for service)
(303) 772-9171
(Telephone number, including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering registration
be Registered Registered Share* Price* Fee
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $9.875 $987,500 $274.53
$.10 par value
- ----------------------------------------------------------------------------------------
* Estimated solely for purposes of calculating registration fee. Based
on the average bid and asked price of the Common Stock reported on the Nasdaq
National Market System on October 26, 1998.
</TABLE>
<PAGE>
Statement Pursuant to General Instruction E to Form S-8
-----------------------
The contents of the Registration Statement on Form S-8, as filed on
August 3, 1993 (Registration No. 33-66964) are incorporated by reference herein.
1
<PAGE>
SIGNATURES
The Registrant. 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 county of Weld, State of Colorado, on October 28, 1998.
CONCEPTS DIRECT, INC.
Date: October 28, 1998 By: /s/ Phillip A. Wiland
---------------------------
Phillip A. Wiland
Chief Executive Officer
Principal Executive Officer
2
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Phillip A.
Wiland and H. Franklin Marcus, Jr., or any of them, his or her true and lawful
attorney-in-fact to sign on his or her behalf, as an individual and in the
capacity stated below, any amendment or post-effective amendment to this
Registration Statement which said attorney-in-fact may deem appropriate or
necessary.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 28, 1998 by the following
persons in the respective capacities indicated opposite their names.
Signature Title Date
--------- ----- ----
/s/Phillip A. Wiland Chief Executive October 28,1998
- --------------------------- Officer and
Phillip A. Wiland Director
(Principal Executive
Officer)
/s/H. Franklin Marcus, Jr. Secretary, October 28, 1998
- -------------------------- Treasurer and
H. Franklin Marcus, Jr. Chief Financial
Officer
(Principal Financial
and Accounting
Officer)
/s/Michael T. Buoncristiano Director October 28, 1998
- ---------------------------
Michael T. Buoncristiano
/s/Robert L. Burrus, Jr. Director October 28, 1998
- ---------------------------
Robert L. Burrus, Jr.
/s/Stephen R. Polk Director October 28, 1998
- ---------------------------
Stephen R. Polk
/s/Phillip D. White Director October 28, 1998
- ---------------------------
Phillip D. White
/s/Virginia B. Bayless Director October 28, 1998
- ---------------------------
Virginia B. Bayless
3
<PAGE>
Index to Exhibits
5 Opinion of McGuire, Woods, Battle & Boothe, LLP, filed herewith.
23.1 Consent of Ernst & Young LLP, filed herewith.
23.2 Consent of McGuire, Woods, Battle & Boothe, LLP (included in Exhibit 5)
24 Power of Attorney (see signature page)
99 Amendment to the Registrant's 1992 Stock Option Plan filed as Exhibit
10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (File No. 0-20680) is expressly incorporated herein
by this reference.
Exhibit 5
[LETTERHEAD]
McGuire, Woods, Battle & Boothe
One James Center
901 E. Cary Street
Richmond, VA 23219
October 28, 1998
Concepts Direct, Inc.
2950 Colorful Avenue
Longmont, CO 80504
Concepts Direct, Inc. (the "Company")
Ladies and Gentlemen:
You proposed to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the 1992 Concepts Direct, Inc. Stock Option Plan, as
amended (the "Plan"). The Registration Statement covers 100,000 shares of the
Company's common stock, par value $.10 ("Common Stock"), which have been
reserved for issuance under the Plan.
In connection with this opinion, we have relied, among other things,
upon our examination of such records of the Company and certificates of officers
of the Company and of public officials as we have deemed appropriate.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. The Company is duly organized and validly existing under the
laws of the State of Delaware; and
2. The 100,000 shares of Common Stock which are to be registered,
when issued and sold in accordance with the terms and
provisions of the Plan, will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Concepts Direct, Inc. 1992 Stock Option
Plan of our report dated February 19, 1998, with respect to the financial
statements and schedule of Concepts Direct, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
Denver, Colorado
October 28, 1998
