<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1997
REGISTRATION NO. 333-19935
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SANCTUARY WOODS MULTIMEDIA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
BRITISH COLUMBIA 7372 75-2444109
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1825 SOUTH GRANT STREET, SAN MATEO, CALIFORNIA 94402, (415) 286-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLOTTE J. WALKER
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
1825 SOUTH GRANT STREET, SAN MATEO, CALIFORNIA 94402, (415) 286-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JUDITH M. O'BRIEN
BRUCE M. MCNAMARA
ALISANDE M. ROZYNKO
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD, PALO ALTO, CALIFORNIA 94304, (415) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of 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. [ ]
- ------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value(1)........... 90,665,661(1) $.17 $15,413,162(2) $4,623.95
- -----------------------------------------------------------------------------------------------------------------------
Series A Preferred Stock, $.001 par
value.................................... 100,000 $53.02 $5,302,000 $1,590.60(6)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock issuable on conversion of
Series A Preferred Stock, $.001 par
value.................................... 44,183,333 $-- -- --(3)(6)
- -----------------------------------------------------------------------------------------------------------------------
Warrants to Purchase Common Stock.......... 15,250,416 $.19 $2,897,579 $869.27(4)(6)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock issuable on exercise of
Warrants to Purchase Common Stock........ 15,250,416 -- -- --(6)
- -----------------------------------------------------------------------------------------------------------------------
Total Registration Fee..................... $7,083.82(5)
=======================================================================================================================
</TABLE>
(1) Includes 23,431,637 outstanding as of the Record Date and up to 67,234,024
shares issuable in connection with the Common Stock Rights Offering on
Registration Statement 333-19933 filed with the Securities and Exchange
Commission on January 17, 1997, as amended on February 28, 1997 and March 6,
1997.
(2) Registration fee is based on the average of the bid and ask prices reported
by the Nasdaq Bulletin Board on February 26, 1997 prior to the filing hereof
pursuant to Rule 457(c).
(3) Registration fee is calculated on the basis of the proposed offering price
of the Series A Preferred Stock pursuant to Rule 457(i).
(4) Registration fee is calculated on the basis of the weighted average exercise
price of the Common Stock Warrants pursuant to Rule 457(i). Includes
Warrants to purchase 5,751,000 outstanding as of the Record Date and
Warrants to purchase 9,499,416 shares of Common Stock issuable to holders of
8% Convertible Debentures.
(5) previously paid.
(6) The Series A Preferred Stock, Common Stock Warrants and Common Stock
issuable on conversion of the Series A Preferred and exercise of the Common
Stock Warrants are not being registered as part of the Domestication.
Rather, this Registration Statement is being used to register the resale of
the Common Stock issuable on conversion of the Series A Preferred and
exercise of the Common Stock Warrants and a post-effective amendment to this
Registration Statement on Form S-4 containing a prospectus to be used for
such resales will be filed after the Domestication is effective.
------------------------
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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Company Act of the Province of British Columbia, Canada (the "B.C.
Act"), provides that a corporation may, with the approval of the court,
indemnify a director or former director of a corporation against all costs,
charges and expenses in any action to which he or she is made a party by reason
of being or having been a director. The B.C. Act contains numerous provisions
which attach liability to directors for breaching the B.C. Act's requirements or
the directors' fiduciary responsibilities to the Company.
The Articles of the Company provide that:
(i) the Company shall indemnify any person and the personal
representative of any deceased person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether or not brought by the Company, or by a
person, or by a corporation or other legal entity or enterprise, or by the
Crown or any governmental body, as hereinafter mentioned and whether civil,
criminal or administrative, by reason of the fact that he is or was a
director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of
another corporation, a partnership, joint venture, trust or other
enterprise, against all costs, charges and expenses, including legal fees
and any amount paid to settle the action or proceeding or satisfy a
judgment, if he acted honestly and in good faith with a view to the best
interests of the corporation or other legal entity or enterprise as
aforesaid of which he is or was a director, officer, employee or agent, as
the case may be, and exercised the care, diligence and skill of a
reasonably prudent person, and with respect to any criminal or
administrative action or proceeding, he had reasonable grounds for
believing that his conduct was lawful; provided that the Company shall not
be bound to indemnify any such person, other than a director, officer or an
employee of the Company (who shall be deemed to have notice of this Article
and to have contracted with the Company in the terms hereof solely by
virtue of his acceptance of such office or employment) if in acting as
agent for the Company or as a director, officer, employee or agent of
another corporation or other legal entity or enterprise as aforesaid, he
does so by written request of the Company containing an express reference
to this Article; and provided further that no indemnification of a director
or former director of the Company, or director or former director of a
corporation in which the Company is or was a shareholder, shall be made
except to the extent approved by the Court pursuant to the Company Act or
any other statute.
(ii) the Company shall indemnify any person other than a director in
respect of any loss, damage, costs or expenses whatsoever incurred by him
while acting as an officer, employee or agent for the Company unless such
loss, damage, costs or expenses shall arise out of failure to comply with
instructions, willful act or default or fraud by such person in any of
which events the Company shall indemnify such person only if the directors,
in their absolute discretion so decide or the Company by ordinary
resolution shall so direct.
(b) The Company's Delaware Certificate of Incorporation provides that:
The corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the Delaware General Corporation Law ("Delaware GCL"), as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
The Company may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not
II-1
<PAGE> 3
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of shareholders or
directors or otherwise.
In addition to the foregoing indemnification rights, the Company's Delaware
Certificate of Incorporation eliminates liability of each director to the
Company and its shareholders for monetary damages to the fullest extent
permitted under the Delaware GCL.
(c) Insofar as indemnification of the Company for liabilities arising under
the Securities Act of 1933 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 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 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 their respective counsel the matter has been settled by a controlling
precedent and subject to possible conflict of laws questions involving Canadian
corporation law, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed with or incorporated by reference in
this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
3.1 Memorandum and Articles of the Registrant, as amended(1)
4.1 Specimen Stock Certificate for Registrant's Common Shares(2)
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation regarding the
legality of securities being registered
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, a professional corporation regarding
certain tax matters
8.2* Opinion of Campney & Murphy regarding certain tax matters
10.1 Employee Incentive Share Purchase Option between the Registrant and Brinton E. Coxe
dated as of December 23, 1992(3)
10.2 Offer to Sub-Lease dated as of January 15, 1993 between the Registrant and T.M.
Thomson and Associates, a division of Sandwell Inc., for premises located at 1006
Government Street, Victoria, British Columbia, Canada(4)
10.3 Stock Purchase Agreement between the Registrant, Mind F/X Inc. and the sole
stockholder of Mind F/X Inc. dated as of June 30, 1993(5)
10.4 License Agreement between the Registrant and Ripley Entertainment, Inc. dated as of
September 7, 1993 (Portions omitted -- confidential treatment granted)(6)
10.5 Letter Agreement between the Registrant and Allen M. Barr dated March 22, 1994, as
amended by letter dated July 1, 1994(7)
10.6 Letter Agreement between the Registrant and A. Renee Courington dated April 26,
1993, as amended by letter dated July 29, 1994(8)
10.7 Licensing Agreement between the Registrant and Journeyman 2, Inc., dated as of
August 3, 1994 (Portions omitted -- confidential treatment requested)(9)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
10.8 Security and Loan Agreement (Portions omitted -- confidential treatment requested),
Addendum to Security and Loan Agreement (Portions omitted -- confidential treatment
requested), General Security Agreement, Continuing Guarantee, between Sanctuary
Woods Multimedia, Inc. and a bank, dated March 10, 1994; Stock Pledge Agreement
between the Registrant and a bank, dated March 10, 1994; Warrant to Purchase Stock
of the Registrant granted to a bank, dated March 10, 1995(10)
10.9 Sub-Lease dated November 23, 1994 between the Registrant and Heublein, Inc., for
premises located at 1825 South Grant Street, San Mateo, California 99402(11)
10.10 Lease Agreement dated April 29, 1993 between the Registrant and Crossroads
Associates, for premises located at 1825 South Grant Street, San Mateo, California
94402, as amended by First Amendment of Lease dated February 22, 1994(12)
10.11 Form of Director Indemnity Agreement(13)
10.12 Form of Purchase Agreement for subscribing to the July 1995 private placement(14)
10.13 Form of Warrant to Purchase Common Stock issued by the Company to the placement
agent for the July 1995 private placement(15)
10.14 Form of 10% Convertible Secured Debenture(16)
10.15 Form of 10% Secured Debenture(17)
10.16 Form of Warrant to Purchase Common Stock(18)
10.17 Security Agreement dated as of February 28, 1996, by and between the Registrant and
the Collateral Agent for Secured Debentures(19)
10.18 Amendment to Loan Agreement between Sanctuary Woods Multimedia, Inc. and a bank,
dated April 2, 1996 and related warrant(20)
10.19 Third Amendment to Loan Agreement between Registrant and a bank dated August 15,
1996 and related warrant(21)
13.1* Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, filed
pursuant to Section 13 of the Exchange Act.
23.1* Consent of Wilson Sonsini Goodrich & Rosati, professional corporation (contained in
Exhibits 5.1 and 8.1)
23.2* Consent of Campney & Murphy (contained in Exhibit 8.2)
23.3* Consent of Chambers, Phillips & Co., Chartered Accountants
23.4* Consent of Deloitte & Touche, Chartered Accountants.
23.5* Consent of Deloitte & Touche LLP, Independent Auditors
24.1* Power of Attorney (see page II-5)
27.1* Financial Data Schedule
99.1 Sanctuary Woods Multimedia Corporation 1995 Stock Option Plan(22)
</TABLE>
- ---------------
* Filed previously.
(1) Incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 4
to Registrant's Registration Statement on Form F-1, filed June 23, 1994.
(2) Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form F-1, filed on November 12, 1993.
(3) Incorporated by reference to Exhibit 2-B to Form 20 F/A.
(4) Incorporated by reference to Exhibit 3-I to Form 20 F/A.
II-3
<PAGE> 5
(5) Incorporated by reference to Exhibit 10.21 to Registrant's Registration
Statement on Form F-1, filed on November 12, 1993.
(6) Incorporated herein by reference to Exhibit 10.22 to Registrant's
Registration Statement on Form F-1, filed on November 12, 1993.
(7) Incorporated by reference to Exhibit 10.32 to Registrant's Report on Form
10-K filed March 31, 1995.
(8) Incorporated by reference to Exhibit 10.33 to Registrant's Report on Form
10-K filed on March 31, 1995.
(9) Incorporated by reference to Exhibit 10.34 to Registrant's Report on Form
10-K filed on March 31, 1995.
(10) Incorporated herein by reference to Exhibit 10.35 Registrant's Report on
Form 10-K filed on March 31, 1995.
(11) Incorporated by reference to Exhibit 10.36 to Registrant's Report on Form
10-K filed on March 31, 1995.
(12) Incorporated by reference to Exhibit 10.37 to Registrant's Report on Form
10-K filed on March 31, 1995.
(13) Incorporated by reference to Exhibit 10.38 to Registrant's Report on Form
10-K/A filed on October 26, 1995.
(14) Incorporated by reference to Exhibit 7.2 to Registrant's Report on Form 8-K
dated February 14, 1995.
(15) Incorporated by reference to Exhibit 7.5 to Registrant's Report on Form 8-K
dated February 14, 1995.
(16) Incorporated by reference to Exhibit 99.2 to Registrant's Report on Form
8-K dated March 8, 1996.
(17) Incorporated by reference to Exhibit 99.3 to Registrant's Report on Form
8-K dated March 8, 1996.
(18) Incorporated by reference to Exhibit 99.4 to Registrant's Report on Form
8-K dated March 8, 1996.
(19) Incorporated by reference to Exhibit 99.5 to Registrant's Report on Form
8-K dated March 8, 1996.
(20) Incorporated by reference to Exhibit 10.18 to Registrants Report on Form
10-K dated March 31, 1995.
(21) Incorporated by reference from Exhibit 10.20 to Registrant's Report on Form
10-K/A-3 filed January 16, 1997.
(22) Incorporated by reference from Exhibit 99.1 to Registrants Registration
Statement on Form S-8 filed August 25, 1995.
(b) Schedules. No supporting schedules have been included because they are
not required.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party which is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reoffering by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form;
(b) that every prospectus (i) that is filed pursuant to paragraph (a)
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes 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;
(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 the Form,
within one business day of receipt of such request, and to send the
II-4
<PAGE> 6
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;
(e) Insofar as indemnification of the Company for liabilities arising under
the Securities Act of 1933 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 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
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 their respective counsel the matter has been settled by a controlling
precedent and subject to possible conflict of laws questions involving Canadian
corporation law, submit to a court of appropriate jurisdiction the question
whether such indemnification by them is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(a) To file during any period in which offers or sales are 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;
(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.
(b) That for the purpose of determining any liability under the Securities
Act of 1933, each 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.
(c) 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.
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registration pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(b) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment Number 4 to Registration Statement on Form S-4 to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of San Mateo, California on March 11, 1997.
SANCTUARY WOODS MULTIMEDIA
CORPORATION,
By: /s/ CHARLOTTE J. WALKER
------------------------------------
Charlotte J. Walker
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
Number 2 to Registration Statement on Form S-4 has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------- --------------
<C> <S> <C>
/s/ CHARLOTTE J. WALKER Chairman, President and Chief March 11, 1997
- --------------------------------------------- Executive Officer and
Charlotte J. Walker Director (Principal Executive
Officer)
/s/ PETER C. NICHTER* (Principal Financial Officer March 11, 1997
- --------------------------------------------- and Principal Accounting
Peter C. Nichter Officer)
/s/ N. JOHN CAMPBELL* Director March 11, 1997
- ---------------------------------------------
N. John Campbell
/s/ GRANT N. RUSSELL* Director March 11, 1997
- ---------------------------------------------
Grant N. Russell
*By: /s/ CHARLOTTE J. WALKER
- ---------------------------------------------
Charlotte J. Walker
Attorney-in-fact
</TABLE>
II-6
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------
<C> <S> <C>
3.1 Memorandum and Articles of the Registrant, as amended(1)..................
4.1 Specimen Stock Certificate for Registrant's Common Shares(2)..............
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
regarding the legality of securities being registered.....................
8.1* Opinion of Wilson Sonsini Goodrich & Rosati, a professional corporation
regarding certain tax matters
8.2* Opinion of Campney & Murphy regarding certain tax matters
10.1 Employee Incentive Share Purchase Option between the Registrant and
Brinton E. Coxe dated as of December 23, 1992(3)..........................
10.2 Offer to Sub-Lease dated as of January 15, 1993 between the Registrant and
T.M. Thomson and Associates, a division of Sandwell Inc., for premises
located at 1006 Government Street, Victoria, British Columbia,
Canada(4).................................................................
10.3 Stock Purchase Agreement between the Registrant, Mind F/X Inc. and the
sole stockholder of Mind F/X Inc. dated as of June 30, 1993(5)............
10.4 License Agreement between the Registrant and Ripley Entertainment, Inc.
dated as of September 7, 1993 (Portions omitted -- confidential treatment
granted)(6)...............................................................
10.5 Letter Agreement between the Registrant and Allen M. Barr dated March 22,
1994, as amended by letter dated July 1, 1994(7)..........................
10.6 Letter Agreement between the Registrant and A. Renee Courington dated
April 26, 1993, as amended by letter dated July 29, 1994(8)...............
10.7 Licensing Agreement between the Registrant and Journeyman 2, Inc., dated
as of August 3, 1994 (Portions omitted -- confidential treatment
requested)(9).............................................................
10.8 Security and Loan Agreement (Portions omitted -- confidential treatment
requested), Addendum to Security and Loan Agreement (Portions
omitted -- confidential treatment requested), General Security Agreement,
Continuing Guarantee, between Sanctuary Woods Multimedia, Inc. and a bank,
dated March 10, 1994; Stock Pledge Agreement between the Registrant and a
bank, dated March 10, 1994; Warrant to Purchase Stock of the Registrant
granted to a bank, dated March 10, 1995(10)...............................
10.9 Sub-Lease dated November 23, 1994 between the Registrant and Heublein,
Inc., for premises located at 1825 South Grant Street, San Mateo,
California 99402(11)......................................................
10.10 Lease Agreement dated April 29, 1993 between the Registrant and Crossroads
Associates, for premises located at 1825 South Grant Street, San Mateo,
California 94402, as amended by First Amendment of Lease dated February
22, 1994(12)..............................................................
10.11 Form of Director Indemnity Agreement(13)..................................
10.12 Form of Purchase Agreement for subscribing to the July 1995 private
placement(14).............................................................
10.13 Form of Warrant to Purchase Common Stock issued by the Company to the
placement agent for the July 1995 private placement(15)...................
10.14 Form of 10% Convertible Secured Debenture(16).............................
10.15 Form of 10% Secured Debenture(17).........................................
10.16 Form of Warrant to Purchase Common Stock(18)..............................
10.17 Security Agreement dated as of February 28, 1996, by and between the
Registrant and the Collateral Agent for Secured Debentures(19)............
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
<C> <S> <C>
10.18 Amendment to Loan Agreement between Sanctuary Woods Multimedia, Inc. and a
bank, dated April 2, 1996 and related warrant(20).........................
10.19 Third Amendment to Loan Agreement between Registrant and a bank dated
August 15, 1996 and related warrant(21)...................................
13.1* Quarterly Report on Form 10-Q for the quarter ended December 31, 1996,
filed pursuant to Section 13 of the Exchange Act..........................
23.1* Consent of Wilson Sonsini Goodrich & Rosati, professional corporation
(contained in Exhibits 5.1 and 8.1)
23.2* Consent of Campney & Murphy (contained in Exhibit 8.1)....................
23.3* Consent of Chambers, Phillips & Co., Chartered Accountants................
23.4* Consent of Deloitte & Touche, Chartered Accountants.......................
23.5* Consent of Deloitte & Touche LLP, Independent Auditors....................
24.1* Power of Attorney (see page II-5).........................................
27.1* Financial Data Schedule...................................................
99.1 Sanctuary Woods Multimedia Corporation 1995 Stock Option Plan(22).........
</TABLE>
- ---------------
* Filed previously.
(1) Incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 4
to Registrant's Registration Statement on Form F-1, filed June 23, 1994.
(2) Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form F-1, filed on November 12, 1993.
(3) Incorporated by reference to Exhibit 2-B to Form 20 F/A.
(4) Incorporated by reference to Exhibit 3-I to Form 20 F/A.
(5) Incorporated by reference to Exhibit 10.21 to Registrant's Registration
Statement on Form F-1, filed on November 12, 1993.
(6) Incorporated herein by reference to Exhibit 10.22 to Registrant's
Registration Statement on Form F-1, filed on November 12, 1993.
(7) Incorporated by reference to Exhibit 10.32 to Registrant's Report on Form
10-K filed March 31, 1995.
(8) Incorporated by reference to Exhibit 10.33 to Registrant's Report on Form
10-K filed on March 31, 1995.
(9) Incorporated by reference to Exhibit 10.34 to Registrant's Report on Form
10-K filed on March 31, 1995.
(10) Incorporated herein by reference to Exhibit 10.35 Registrant's Report on
Form 10-K filed on March 31, 1995.
(11) Incorporated by reference to Exhibit 10.36 to Registrant's Report on Form
10-K filed on March 31, 1995.
(12) Incorporated by reference to Exhibit 10.37 to Registrant's Report on Form
10-K filed on March 31, 1995.
(13) Incorporated by reference to Exhibit 10.38 to Registrant's Report on Form
10-K/A filed on October 26, 1995.
(14) Incorporated by reference to Exhibit 7.2 to Registrant's Report on Form 8-K
dated February 14, 1995.
(15) Incorporated by reference to Exhibit 7.5 to Registrant's Report on Form 8-K
dated February 14, 1995.
(16) Incorporated by reference to Exhibit 99.2 to Registrant's Report on Form
8-K dated March 8, 1996.
(17) Incorporated by reference to Exhibit 99.3 to Registrant's Report on Form
8-K dated March 8, 1996.
(18) Incorporated by reference to Exhibit 99.4 to Registrant's Report on Form
8-K dated March 8, 1996.
(19) Incorporated by reference to Exhibit 99.5 to Registrant's Report on Form
8-K dated March 8, 1996.
<PAGE> 10
(20) Incorporated by reference to Exhibit 10.18 to Registrants Report on Form
10-K dated March 31, 1995.
(21) Incorporated by reference from Exhibit 10.20 to Registrant's Report on Form
10-K/A-3 filed January 16, 1997.
(22) Incorporated by reference from Exhibit 99.1 to Registrants Registration
Statement on Form S-8 filed August 25, 1995.
