<PAGE>
As filed with the Securities and Exchange Commission on June 27, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SOURCE MEDIA, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3700438
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8140 WALNUT HILL LANE, SUITE 1000
DALLAS, TEXAS 75231
(Address of Principal Executive Offices) (Zip Code)
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SOURCE MEDIA, INC.
EMPLOYEE STOCK PURCHASE PLAN
--------------
MARYANN WALSH, ESQ.
CORPORATE COUNSEL
SOURCE MEDIA, INC.
8140 WALNUT HILL LANE, SUITE 1000
DALLAS, TEXAS 75231
(Name and address of agent for service)
(214) 890-9050
(Telephone number, including area code, of agent for service)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
===============================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered(1) price per share(2) aggregate offering price(2) registration fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 100,000 $9.375 $937,500 $284.09
$.001 per share............ shares
===============================================================================================================================
(1) Pursuant to Rule 416, shares issuable upon any stock split, stock dividend or similar transaction with respect to
these shares are also being registered hereunder.
(2) Estimated pursuant to Rules 457(h) solely for purposes of computing the registration fee.
================================================================================
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ----------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which Source Media, Inc. (formerly known as HB
Communications Acquisition Corp.) (the "Company") has filed with the
Commission pursuant to the Securities Act or the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated in this Registration
Statement by reference and shall be deemed to be a part hereof:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997; and
(iii) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A (Commission File No.
0-21894), as filed with the Commission pursuant to the Exchange Act
on June 10, 1993, as may be amended, modified or superseded by any
report or amendment filed with the Commission for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that
all securities offered hereby have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, in any subsequently filed amendment
to this Registration Statement, or in any document that also is incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
DELAWARE GENERAL CORPORATION LAW
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.
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Section 145(b) of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by him in connection
therewith.
Section 145(d) of the DGCL provides that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145.
Such determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Section 145(e) of the DGCL provides that expenses (including attorney's
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined chat he is
not entitled to be indemnified by the corporation as authorized in Section
145. Such expenses (including attorneys' fees) incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the
board of directors deems appropriate.
RESTATED CERTIFICATE OF INCORPORATION
The Restated Certificate of Incorporation of the Company, as amended,
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (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 which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL (in respect of certain unlawful
dividend payments or stock purchases or redemptions), or (iv) for a
transaction from which the director derived an improper personal benefit. If
the DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of the Company, in
addition to the limitation on personal liability described above, shall be
limited to the fullest extent permitted by the DGCL, as so amended. Any
repeal or modification of such provision of the Restated Certificate of
Incorporation by the stockholders of the Company shall not adversely affect
any right or protection of a director of the Company with respect to events
occurring prior to the time of such repeal or modification.
BYLAWS
The By-laws of the Company, as amended, provide that each director or
officer of the Company who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Company), by reason of the fact that he or
she is or was or has agreed to become a director, officer, employee or agent
of the Company or is or was serving or has agreed to serve at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, shall be
indemnified by the Company against all costs, charges, expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person or on such person's behalf in
connection therewith and any appeal therefrom, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect
II-2
<PAGE>
to any criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not meet the standards of conduct set forth in the By-laws.
The By-laws further provide that the Company shall indemnify any
director or officer who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Company to procure a judgment in its favor by reason of the fact that he
is or was or has agreed to become a director, officer, employee or agent of
the Company, or is or was serving or has agreed to serve at the request of
the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred by him or on his behalf in connection with the defense or settlement
of such action or suit and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
such liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such costs, charges and
expenses which the Court of Chancery or such other court shall deem proper.
Notwithstanding such provisions to the contrary, to the extent that a
director or officer of the Company has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
all costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or her or on his or her behalf in connection
therewith.
The right to indemnification provided by the By-laws shall not be deemed
exclusive of any other rights to which a person seeking indemnification may
be entitled under any law (common or statutory), agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his official capacity and to action in another capacity while holding office
and shall continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the estate, heirs, executors and
administrators of such person.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
5.1 Opinion of Thompson & Knight, P.C.
23.1 Consent of Thompson & Knight, P.C. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young LLP, independent auditors.
24 Powers of Attorney (included on the signature page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
II-3
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change in the information set forth in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this 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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Source
Media, Inc. 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 Dallas, State of Texas, on June 27,
1997.
SOURCE MEDIA, INC.
By: /s/ Timothy P. Peters
-----------------------------------
Timothy P. Peters
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Source Media, Inc., a Delaware corporation, which is filing a
Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 hereby
constitutes and appoints Timothy P. Peters, Maryann Walsh and Michael G.
Pate, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, and in any and all capacities, to sign such Registration
Statement and any or all amendments thereto and all other documents in
connection therewith to be filed with the Securities and Exchange Commission,
it being understood that said attorneys-in-fact and agents, and each of them,
shall have full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person and that each
of the undersigned hereby ratifies and confirms all that said
attorneys-in-fact as agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities on June 27, 1997.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Timothy P. Peters Chairman of the Board and Chief June 27, 1997
- -------------------------------- Executive Officer
Timothy P. Peters (principal executive officer)
/s/ Michael G. Pate Chief Financial Officer and June 27, 1997
- -------------------------------- Treasurer (Principal Financial
Michael G. Pate and Accounting Officer)
/s/ William S. Bedford Chief Operating Officer June 27, 1997
- -------------------------------- and Director
William S. Bedford
/s/ John J. Reed President and Director June 27, 1997
- --------------------------------
John J. Reed
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<PAGE>
/s/ David L. Kuykendall Director June 27, 1997
- --------------------------------
David L. Kuykendall
/s/ James L. Greenwald Director June 27, 1997
- --------------------------------
James L. Greenwald
/s/ Michael J. Marocco Director June 27, 1997
- --------------------------------
Michael J. Marocco
/s/ Robert H. Alter Director June 27, 1997
- --------------------------------
Robert H. Alter
Director June __, 1997
- --------------------------------
Robert J. Cresci
</TABLE>
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<PAGE>
Exhibit 5.1
June 27, 1997
Source Media, Inc.
8140 Walnut Hill Lane
Suite 1000
Dallas, Texas 75231
Gentlemen and Ladies:
We have acted as counsel for Source Media, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 100,000 shares (the "Shares") of
Common Stock, $0.001 par value per share, of the Company for issuance
pursuant to the Source Media, Inc. Employee Stock Purchase Plan (the "Plan").
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company, agreements and other instruments, certificates of
public officials and of officers of the Company, and other instruments and
documents as we have deemed necessary to require as a basis for the opinion
hereinafter expressed. We have also participated in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission relating to
registration of the Shares under the Securities Act.
On the basis of the foregoing, it is our opinion the Shares have been duly
authorized by the Company and, when issued in accordance with the terms of
the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT
A Professional Corporation
By: /s/ David L. Emmons
-------------------------------
David L. Emmons, Attorney
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Employee Stock Purchase Plan of our report dated
February 7, 1997 (except for Note 5 and the last paragraph of Note 6, for
which the date is April 9, 1997) with respect to the consolidated financial
statements of Source Media, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1996 filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Dallas, Texas
June 25, 1997
