As Filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MobileMedia Corporation
(Exact name of Registrant as specified in its charter)
Delaware 22-3253006
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------------------
65 Challenger Road
Ridgefield, New Jersey 07660
(Address of Principal Executive Offices including Zip Code)
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1993 STOCK OPTION PLAN
(Full title of the plan)
---------------------------
KENNETH R. MCVAY, SENIOR VICE PRESIDENT Copy to:
AND GENERAL COUNSEL KENNETH M. POOVEY, ESQ.
MOBILEMEDIA CORPORATION LATHAM & WATKINS
65 Challenger Road 505 Montgomery Street, Suite 1900
Ridgefield, New Jersey 07660 San Francisco, California 94111
(201) 440-8400 (415) 391-0600
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
---------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.001 par
value 1,400,000 $ 8.50(2) $ 11,900,000(2) $ 4,103
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The 1993 Stock Option Plan, as amended ("1993 Plan") authorizes the
issuance of an aggregate of 3,500,000 shares of Class A Common Stock,
$.001 par value, of MobileMedia Corporation (the "Company")(the "Common
Stock"), of which 1,400,000 shares are being registered hereunder. All of
the shares which are being registered hereunder are available for future
grants under the 1993 Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The Proposed Maximum Aggregate Offering Price is
the average of the high and low sales price of the Common Stock in the
over-the-counter market, as reported on the Nasdaq National Market, on
July 25, 1996 (which were $9.00 and $8.00 respectively.)
================================================================================
Proposed sale to take place as soon after the effective date of the Registration
Statement as options granted under the 1993 Plan are exercised.
Total Pages 9
Exhibit Index on Page 5
<PAGE>
PROSPECTUS SUPPLEMENT
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
1,400,000 ADDITIONAL SHARES
3,500,000 TOTAL SHARES
MOBILEMEDIA CORPORATION
COMMON STOCK ISSUABLE UNDER THE
1993 STOCK OPTION PLAN
OF MOBILEMEDIA CORPORATION
This Prospectus Supplement relates to, amends and supplements the
Prospectus dated December 18, 1995 (the "Prospectus") concerning the shares of
the Class A Common Stock, par value $.001 per share (the "Common Stock"), of
MobileMedia Corporation (the "Company"), reserved for issuance from time to time
in connection with the 1993 Stock Option Plan of MobileMedia Corporation (the
"Option Plan"). The Company will provide a copy of the Prospectus without charge
to each participant in the Option Plan, upon written or oral request made to
Kenneth R. McVay, Senior Vice President, General Counsel and Secretary,
MobileMedia Corporation, 65 Challenger Road, Ridgefield Park, New Jersey 07660
(Telephone Number (201) 440-8400).
AMENDMENT TO THE OPTION PLAN
Increase in Number of Shares
On February 21, 1996 and May 21, 1996, the Board of Directors adopted, and
on May 21, 1996 the Company's stockholders approved, an amendment to the Option
Plan (the "Amendment") increasing the number of shares reserved for issuance
thereunder by 1,400,000 shares to a total of 3,500,000, in order to ensure a
sufficient reserve of shares to permit further option grants to eligible
participants under the Option Plan. The Amendment was approved by the
stockholders of the Company at the Annual Meeting of Stockholders held on May
21, 1996.
Eligibility to Participate
The Amendment also provides that an officer or key employee (as determined
by the Committee) of the Company and its Subsidiaries, as defined in the Option
Plan, other than non-employee directors of the Company and members of the
Committee (an "Eligible Employee"), is eligible to be granted options under the
Option Plan. Status as an Eligible Employee will not be construed as a
commitment that any option will be granted under the Option Plan. Subsidiaries
of the Company include any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations other than the last
corporation in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. The Committee will, in its discretion, grant options
to Eligible Employees and will determine the terms of such options and the
number of shares for which each may be exercised; provided, however, that the
maximum number of shares which may be subject to Options granted under the
Option Plan to any Eligible Employee in any calendar year shall not exceed
500,000. More than one option may be granted to an Eligible Employee. Options
may be incentive stock options or nonqualified stock options.
---------------
Neither of the Prospectus nor this Prospectus Supplement covers resales of
shares acquired under the Option Plan. However, persons who are not officers or
directors of the Company ordinarily may publicly resell shares acquired
hereunder without compliance with Rule 144 promulgated under the Securities Act
of 1933, as amended (the "Act"), or registration under the Act in reliance on
Section 4(1) of the Act. Officers or directors of the Company or persons who are
deemed to be affiliates of the Company ordinarily may publicly resell shares
acquired hereunder by complying with the provisions of Rule 144, excluding the
two-year holding period imposed by Rule 144, or registration under the Act.
<PAGE>
An officer or director of the Company who sells shares of the Common Stock
of the Company received upon exercise of an option within six months after
receipt of such option under any Plan may be obligated under Section 16(b) of
the Exchange Act, and the Rules and Regulations of the Securities and Exchange
Commission (the "Commission") promulgated thereunder, to pay to the Company all
or a portion of any amount of the sales price received for the shares sold in
excess of the price paid for the shares purchased. Officers and directors of the
Company are advised to consult their individual counsel in this regard prior to
the purchase or sale of any such shares.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
No person is authorized to give any information or to make any
representations not contained in this Prospectus Supplement in connection with
the offer contained herein, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus Supplement does not constitute an offer to sell or a
solicitation of an offer to buy in any jurisdiction in which, or to any person
to whom, such offer, solicitation or sale may not be lawfully made. Neither this
Prospectus Supplement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
---------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS
July 31, 1996
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF PRIOR REGISTRATION STATEMENT
This Registration Statement covers 1,400,000 additional securities
registered for issuance under the 1993 Stock Option Plan of MobileMedia
Corporation (the "1993 Plan"). On February 21, 1996 and May 21, 1996 the Board
of Directors adopted, and on May 21, 1996 the Company's stockholders approved,
an amendment to the 1993 Plan which increased the number of shares reserved for
issuance thereunder by 1,400,000 shares to a total of 3,500,000 shares. A prior
Registration Statement on Form S-8 covering an aggregate of 2,100,000 shares
under the 1993 Plan was filed with the Commission on December 18, 1995
(Registration Statement No. 33-80555). The contents of this prior registration
statement are incorporated by reference to the extent not modified or superseded
thereby or by any subsequently filed document which is incorporated by reference
herein or therein.
Item 3. Incorporation of Documents by Reference.
The following documents of the Company filed with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995, filed by MobileMedia Corporation (the "Company") with the Commission;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1996, filed by the Company with the Commission;
(c) Current Report on Form 8-K dated September 13, 1995, as amended by
Form 8-K/A (Amendment No. 1) dated January 4, 1996 and Form 8-K/A
(Amendment No. 2) dated March 19, 1996;
(d) Current Report on Form 8-K dated June 26, 1996; and
(e) The description of the Company's Common Stock contained in the
Form 8-A Registration Statement used to register the Common Stock and filed
with the Commission (file No. 0-26320), which was declared effective by the
Commission on July 6, 1995, including any subsequently filed amendments and
reports updating such description.
In addition to the foregoing documents, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and prior to the filing of a post-effective
2
<PAGE>
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
The consolidated financial statements of the Company appearing in its
Annual Report on Form 10-K for the year ended December 31, 1995 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
Item 8. Exhibits.
4(a) Amendment to the MobileMedia Corporation 1993 Stock Option Plan.
5 Opinion of Latham & Watkins
23(a) Consent of Latham & Watkins (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
24(a) Power of Attorney (included on page 4 of this Registration Statement).
3
<PAGE>
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 Ridgefield Park, State of New Jersey on this
31 day of July, 1996.
MobileMedia Corporation,
a Delaware corporation
By: s\DAVID A. BAYER
------------------------------------
David A. Bayer
Acting Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below authorizes David A. Bayer and
Santo J. Pittsman and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
s\David A. Bayer Acting Chief Executive Officer and July 31, 1996
- --------------------- Director (Principal Executive Officer)
David A. Bayer
s\Santo J. Pittsman Chief Financial Officer and Senior July 31, 1996
- --------------------- Vice President (Principal Financial
Santo J. Pittsman and Accounting Officer)
s\Clifford A. Bean Director July 31, 1996
- ---------------------
Clifford A. Bean
s\John L. Bunce, Jr. Director July 31, 1996
- ---------------------
John L. Bunce, Jr.
s\Mitchell R. Cohen Director July 31, 1996
- ---------------------
Mitchell R. Cohen
s\Tully M. Friedman Director July 31, 1996
- ---------------------
Tully M. Friedman
s\F. Warren Hellman Director July 31, 1996
- ---------------------
F. Warren Hellman
4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Page
- ------ ----
4(a) Amendment to the MobileMedia Corporation 1993 Stock Option Plan 6
5 Opinion of Latham & Watkins. 8
23(a) Consent of Latham & Watkins (included in Exhibit 5). --
23(b) Consent of Ernst & Young LLP. 9
24 Power of Attorney (included on page 4 of this Registration Statement) --
5
AMENDMENT TO THE
MOBILEMEDIA CORPORATION 1993 STOCK OPTION PLAN
This Amendment to the MobileMedia Corporation 1993 Stock Option Plan (the
"Amendment") is adopted by MobileMedia Corporation, a Delaware corporation (the
"Company"), effective as of May 21, 1996.
RECITALS
A. The Company's 1993 Stock Option Plan (the "1993 Plan") was adopted by
the Board of Directors and approved by the stockholders of the Company,
effective as of December 1, 1993.
B. Subsequent to the adoption of the 1993 Plan, a 1.4-to-1 stock split
increased the number of shares available for issuance under the 1993 Plan from
1,500,000 to 2,100,000, in accordance with Article IV, Section 4.01 of the 1993
Plan.
C. Section 2.06 of the 1993 Plan provides that the Board of Directors of
the Company may amend the plan, subject in certain instances to approval by the
stockholders of the Company.
D. On February 21, 1996 and May 21, 1996, the Board of Directors of the
Company adopted the Amendment to the 1993 Plan which provided for, among other
things, increasing the number of shares of common stock of the Company reserved
for issuance thereunder by 1,400,000 shares, from 2,100,000 to 3,500,000 shares.
E. The Amendment to the 1993 Plan was presented to and approved by the
stockholders at the annual meeting of stockholders held on May 21, 1996.
AMENDMENT
1. Section 1.01(d) - Definitions is hereby amended to read in its entirety
as follows:
"(d) "Company" means MobileMedia Corporation, a Delaware corporation, and,
when appropriate in context, any of its "Subsidiaries." Subsidiary shall
mean any corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last corporation in
the unbroken chain then owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain."
2. Section 2.05 - Shares of Common Stock Subject to the Plan and Grant
Limit is hereby amended to read in its entirety as follows:
"2.05 Shares of Common Stock Subject to the Plan and Grant Limit. The
shares that may be issued upon exercise of Options granted under the Plan
shall be authorized and unissued shares of the Company's Class A Common
Stock or previously issued shares of the Company's Class A Common Stock
reacquired by the Company. The aggregate number of shares that may be
issued upon exercise of Options granted under the Plan shall not exceed
3,500,000 shares of Class A Common Stock, subject to adjustment in
accordance with Article IV."
3. Section 3.01 - Grants of Options is hereby amended to read in its
entirety as follows:
"3.01 Grants of Options. Subject to the express provisions of this Plan,
the Committee shall from time to time in its discretion select from the
class of Eligible Employees those individuals to whom Options shall be
granted, and shall determine the terms of such Options (which need not be
identical), and, subject to the Award Limit (as defined below), the number
of shares of Class A Common Stock for which each may be exercised. The
maximum number of shares which may be subject to Options granted under the
Plan to any Eligible Employee in any calendar year shall not exceed 500,000
(the "Award Limit"). To the extent required by Section 162(m) of the Code,
shares subject to Options which are canceled continue to be counted against
the Award Limit and if, after grant of an Option, the price of shares
subject to such Option is reduced, the transaction is treated as a
cancellation of the Option and a grant of a new Option and both the Option
deemed to be cancelled and the Option deemed to be granted are counted
against the applicable Award Limit. Each Option shall be subject to the
terms and conditions of the Plan and such other terms and conditions
established by the Committee as are not inconsistent with the purpose and
provisions of the Plan. One or more Options may be granted to any Eligible
Employee. Options may be Incentive Stock
Exhibit 4(a)
<PAGE>
Options or Nonqualified Stock Options. The Committee may determine whether
such Options are to be Incentive Stock Options or Nonqualified Stock
Options and whether such Options are to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code. The
Committee shall also determine the terms and conditions of such Options
consistent with this Plan; provided, however, that the terms and conditions
of Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code shall include, but not be
limited to, such terms and conditions as may be necessary to meet the
applicable provisions of Section 162(m) of the Code."
Exhibit 4(a)
[Latham & Watkins Letterhead]
July 31, 1996
MobileMedia Corporation
65 Challenger Road
Ridgefield Park, New Jersey 07660
Ladies and Gentlemen:
At your request we have examined the Registration Statement on Form S-8
(the"Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1993, as amended, of 1,400,000 additional shares (the "Shares") of Class A
common stock, $.001 par value, of MobileMedia Corporation (the "Company")
issuable upon exercise of options granted under the Company's 1993 Stock Option
Plan, as amended (the "1993 Plan").
We have examined such matters of fact and questions of law as we have
considered appropriate for purposes of rendering the opinions expressed below.
We are opining herein as to the effect on the subject transaction of only
the General Corporation Law of the State of Delaware and we express no opinion
with respect to the applicability thereto or the effect thereon of any other
laws or as to any matters of municipal law or any other local agencies within
any state.
Subject to the foregoing and in reliance thereon, it is our opinion that
upon the exercise of options granted pursuant to the 1993 Plan and the issuance
and sale of the Shares, each in the manner contemplated by the 1993 Plan and the
Registration Statement and subject to the Company completing all action and
proceedings required on its part to be taken prior to the issuance of the Shares
pursuant to the terms of the 1993 Plan and the Registration Statement,
including, without limitation, collection of required payment for the Shares,
the Shares will be legally and validly issued, fully paid and nonassessable
securities of the Company.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
s\Latham & Watkins
LATHAM & WATKINS
Exhibit 5
Consent of Independent Auditors
We consent to the incorporation by reference in the Form S-8 Registration
Statement for the registration of 1,400,000 additional shares of Class A Common
Stock of MobileMedia Corporation pertaining to MobileMedia Corporation's 1993
Stock Option Plan, as amended of our report dated February 13, 1996, with
respect to the consolidated financial statements and schedules of MobileMedia
Corporation for the year ended December 31, 1995 included in its Annual Report
on Form 10-K (Commission File No. 33-91760), filed with the Securities and
Exchange Commission.
s\ERNST & YOUNG
Ernst & Young LLP
MetroPark, New Jersey
July 31, 1996
Exhibit 23(a)
