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As filed with the Securities and Exchange Commission on October 15, 1997.
Registration No._________
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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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MECKLERMEDIA CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 06-1385519
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
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20 KETCHUM STREET
WESTPORT, CONNECTICUT 06880
(Address of principal executive office) (Zip Code)
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MECKLERMEDIA CORPORATION 1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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<TABLE>
<CAPTION>
ALAN M. MECKLER WITH A COPY TO: WAYNE A. MARTINO, ESQ.
MECKLERMEDIA CORPORATION BRENNER, SALTZMAN & WALLMAN
20 KETCHUM STREET 271 WHITNEY AVENUE
WESTPORT, CONNECTICUT 06880 NEW HAVEN, CONNECTICUT 06511
(NAME AND ADDRESS OF AGENT FOR SERVICE) (203) 772-2600
(203) 226-6967
(TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE $.01
PER SHARE 400,000 $21.09375(1) $8,437,500 $2556.82(2)
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</TABLE>
(1) Estimated solely for purpose of calculating the registration fee on the
basis of the high and low prices of the Common Stock as reported on NASDAQ
National Market System on October 10, 1997.
(2) Determined pursuant to Rule 457. Pursuant to Rule 429, 400,000 shares of
Common Stock previously registered on Form S-8, file number 33-91988 are
being carried forward and a filing fee of $1,133.79 relating to such Common
Stock was paid in connection with the earlier Registration Statement
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In accordance with Rule 429, the prospectus contained in this Registration
Statement also relates to the Common Stock registered on Registration Statement
on Form S-8, file number 33-91988.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
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This Registration Statement is being filed to register additional
securities of the same class as those for which Registration Statement on Form
S-8, file number 33-91988, relating to the Mecklermedia 1995 Stock Option Plan
is effective.
The contents of Registration Statement on Form S-8, file number 33-91988,
are incorporated herein by reference.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares covered by this Registration
Statement has been passed upon by the firm of Brenner, Saltzman & Wallman (a
partnership including professional corporations) of New Haven, Connecticut.
Wayne A. Martino is a principal of Brenner, Saltzman & Wallman. Mr. Martino has
been a director of the Registrant since December 1993. As of the date of the
filing of this Registration Statement, Mr. Martino beneficially owns 4,000
shares of Common Stock and has options to acquire an additional 32,000 shares.
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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 Town of Westport, State of Connecticut, on October 15, 1997
MECKLERMEDIA CORPORATION
By: ____________________________
Alan M. Meckler
Chairman of the Board
Chief Executive Officer
and President
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
_____________________ Director, Chairman and Chief October 15, 1997
Alan M. Meckler Executive Officer
_____________________ Director, Executive Vice President, October 15, 1997
Christopher S. Cardell Chief Operating Officer and Chief
Financial Officer
_____________________ Director October 15, 1997
Wayne A. Martino
_____________________ Director October 15, 1997
Michael J. Davies
_____________________ Director October 15, 1997
Walter H. Lippincott
_____________________ Director October 15, 1997
Gilbert F. Bach
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Regulation S-K
Uniform Exhibit Number Title Page Number
<S> <C> <C>
Exhibit 5 Opinion of Counsel 6
Exhibit 23 Auditors' Consent 7
</TABLE>
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EXHIBIT 5
OPINION OF COUNSEL
We have acted as special counsel to Mecklermedia Corporation, a Delaware
corporation (the "Company") with respect to the preparation and filing with the
Securities and Exchange Commission (the "SEC") of a registration statement on
Form S-8 (the "Registration Statement") covering 400,000 shares (the "Shares")
of the Company's common stock, par value $.01 per share (the "Common Stock"),
issuable upon the exercise of options available for grant under the Company's
1995 Stock Option Plan (the "Plan"). In such capacity we have examined: (i) the
Registration Statement, including all exhibits thereto, as filed with the SEC,
(ii) the Certificate of Incorporation and Bylaws, as amended, of the Company,
and (iii) such other documents, certificates and proceedings as we have
considered necessary or appropriate for the purposes of this opinion. We have
also examined and are familiar with the proceedings taken by the Company to
authorize the issuance of the Shares pursuant to the Plan.
In rendering this opinion, we have undertaken no independent review of the
operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed the genuineness
of all signatures thereon, the authenticity of such of the same as are purported
to be originals, the conformity to originals of such of the same as purport to
be copies and that all factual information supplied to us is accurate, true and
complete. In addition, with respect to questions of fact material to the
opinions expressed herein, we have relied upon the accuracy of: (i) all
representations and warranties as to factual matters contained in any of the
documents submitted to us for purposes of rendering the opinion; and (ii)
factual recitations made in the resolutions adopted by the Board of Directors of
the Company. We have also assumed that the exercise price of each Share will be
in excess of the par value of the Common Stock. We express no opinion as to (i)
the federal securities laws or the "blue sky" laws of any state or jurisdiction;
or (ii) the laws of, or as to any other legal matters arising under the laws of
any jurisdiction other than the State of Delaware. Although no members of this
law firm are admitted to practice in the State of Delaware, we are generally
familiar with the Delaware General Corporate Law and believe such familiarity to
be sufficient to enable us to render the opinions hereinabove expressed.
Based upon the foregoing and having regard to legal considerations which we deem
relevant, we are of the opinion that the Shares registered under the
Registration Statement which are issuable upon the exercise of stock options
granted pursuant to the Plan will, if and when issued and delivered by the
Company against payment of adequate consideration therefor in accordance with
the Plan, be validly issued, fully paid and non-assessable.
This opinion is limited to the matters expressly stated herein, and no opinion
is implied or may be inferred beyond the matters expressly stated herein. This
opinion is rendered as of the date hereof, and we assume no obligation to update
or supplement such opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in facts or law that may
hereinafter occur.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
BRENNER, SALTZMAN & WALLMAN LLP
New Haven, Connecticut
September 25, 1997
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 15, 1996
included in Mecklermedia Corporation's Form 10-K for the year ended September
30, 1996 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 9, 1997
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