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)
1998 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
(Full title of the plan)
Phillip A. Wiland, Chief Executive Officer
Concepts Direct, Inc.
2950Colorful 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 52,000 $9.875 $513,500 $142.75
$.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>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference. The Company hereby
incorporates by reference into this Registration Statement the documents listed
below which have been filed with the Commission.
(a) The Company's Annual Report on Form 10-K (File No. 0-20680) for the
fiscal year ended December 31, 1997.
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the annual
report referred to in (a) above, including the Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998 and June 30, 1998.
(c) The description of the Common Stock appearing in Form 8-A dated October
27, 1992 and filed with the Commission in connection with the
registration of securities pursuant to Section 12(g) of the Securities
Exchange Act and all amendments and reports filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13, 14 and 15(d) of the 1934 Act, including annual and quarterly reports and
proxy statements, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference into this document and to be a part hereof from the date of filing
such documents.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provides that, to the fullest extent permitted
by Delaware Law, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Under current Delaware Law, liability of a director may not be limited
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, and (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of this provision on the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
<PAGE>
a director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, the Company's
By-Laws provide that it shall indemnify its directors, officers, employees and
agents to the fullest extent permitted by Delaware Law.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events 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;
(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 paragraph (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by 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.
(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 the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment and each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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 thereof.
(c) That, insofar as indemnification 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 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.
<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
<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
<PAGE>
Index to Exhibits
4.1 Registrant's Amended and Restated Certificate of Incorporation, filed
as Exhibit 3.1 to Registrant's Registration Statement on Form S-4
(Registration Statement No. 33-51376) filed on August 26, 1992, is
expressly incorporated herein by this reference.
4.2 Registrant's Bylaws filed as Exhibit 3.2 to Registrant's Registration
Statement on Form S-4 (Registration Statement No. 33-51376) filed on
August 26, 1992, are expressly incorporated herein by this reference.
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 Registrant's 1998 Non-Employee Directors Stock Option Plan filed as
Exhibit A to Registrant's definitive Proxy Statement dated March 10,
1998 for the Annual Meeting of Stockholders held on April 24, 1998, 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 1998 Concepts Direct, Inc. Non-Employee Directors
Stock Option Plan, as amended (the "Plan"). The Registration Statement covers
52,000 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 52,000 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. 1998 Non-Employee
Directors 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
