November 6, 1996
Securities and Exchange Commission
450 Fifth Street NW
Washington DC 20549
Re: Hungarian Broadcasting Corp.
Registration Statement on Form 8-A
File No.: 333-13371
Gentlemen:
We are filing electronically pursuant to the Securities
Exchange Act of 1934, of a Registration Statement on Form 8-A
(the "Registration Statement") of Hungarian Broadcasting
Corp., a Delaware corporation (the "Company"), for
registration, pursuant to Section 12(g) of the Act of the
Company's Units, each unit consisting of one share of
Preferred Stock and one Common Stock Purchase Warrant.
Pursuant to Rule 12(d)(1)(2), the Company hereby
requests that effectiveness of the Registration Statement be
concurrent with the effectiveness of Registration Statement
No. 333-13371 filed on Form SB-2 on October 3, 1996 under
the Securities Act of 1933 or as soon thereafter as
practicable.
Please direct any comments or questions concerning the
Registration Statement and any related matters to the
undersigned or, in his absence, Elliott R. Cohen of this law
firm.
Please acknowledge receipt of the enclosed material by
signing and returning the copy of this letter on which we
would appreciate your noting the file number assigned to the
above-referenced Registration Statement.
Very truly yours,
COHEN & COHEN
Frank R. Cohen
Partner
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
HUNGARIAN BROADCASTING CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13 - 36787223
(State of Incorporation) (IRS Tax Identification #)
445 Park Avenue, New York NY 10022
(Address of Principal Executive Offices, City, State & Zip)
SECURITIES TO BE REGISTERED, PURSUANT TO
SECTION 12(g) OF THE ACT:
Title of each class
to be so registered
Units, each unit consisting of one share of Preferred Stock
$.001 par value and one Common Stock Purchase Warrant
INFORMATION REQUIRED IN REGISTRATION STATEMENT:
Item 1. Capital Stock to be Registered:
Units, each unit consisting of one share of Preferred
Stock $.001 par value and one Common Stock Purchase
Warrant. For description, see attached description from
Registration Statement No. 333-13371, which becomes
effective on or about November 25, 1996, in accordance
with Section 8(a) of the Securities Act of 1933.
Item 2. Debt Securities to be Registered:
None.
Item 3. Other Securities to be Registered:
None.
Item 4. Exhibits:
Exhibits were filed with the Securities and Exchange
Commission as Exhibits to Registration Statement No.
333-13371. (List of Exhibits annexed).
SIGNATURE:
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly
caused this Registration Statement to be signed on its
behalf by the under-signed, thereto duly authorized.
HUNGARIAN BROADCASTING CORP.
By Frank R. Cohen
Frank R. Cohen, Treasurer
Dated: November 6, 1996
New York, New York
DESCRIPTION OF SECURITIES
The Company's authorized capitalization consists of
15,000,000 shares of Common Stock, par value $.001 per share
and 5,000,000 shares of Preferred Stock, par value $.001 per
share, which may be issued in one or more series. As of the
date of this prospectus, the Company had 2,583,600 of Common
Stock outstanding and 100,000 Preferred Shares outstanding.
The following summary description of the Units, Common Stock,
Preferred Stock and Preferred Shares, the first series of
Preferred Stock to be authorized, are qualified in their
entirety by reference to the Company's Certificate of
Incorporation.
Units
The Company is offering 500,000 Units hereby, 400,000 on
behalf of the Company and 100,000 on behalf of certain Selling
Shareholders. Each Unit offered hereby consists of one
Preferred Share and one Common Stock Purchase Warrant. The
components of the Units will not be separately transferable
until nine months from the date of this prospectus, or such
earlier date as may be determined by the Underwriter or by the
Company calling the Preferred Shares for redemption or
redeeming the Warrants.
Common Stock
The holders of Common Stock are entitled to one vote per
share on all matters to be voted upon by Shareholders. The
holders of shares of Common Stock are entitled to dividends
when and as declared by the Board of Directors from funds
legally available therefor, and, upon liquidation, are
entitled to share pro rata in any distribution to stockholders
after payments to creditors and after paying or providing for
any liquidation preferences to the Preferred Stock. There are
no conversion or redemption privileges, nor sinking fund
provisions with respect to the Common Stock, and stockholders
have no preemptive rights to acquire shares of Common Stock
issued by the Company in the future. All of the outstanding
shares of Common Stock are validly issued, fully paid and non-assessable.
The Common Stock is traded over-the-counter and is quoted
by NASDAQ on its Small-Cap list under the symbol HBCO.
Preferred Stock
The Preferred Stock may be issued in one or more series, to
be determined and to bear such title or designation as may be
fixed by resolution of the Board of Directors prior to the
issuance of any shares thereof. Each series of Preferred Stock
will have such voting powers, if any, preferences, and other
rights as determined by the Board of Directors, with such
qualifications, limitations or restrictions as may be stated
in the resolutions of the Board of Directors adopted prior to
the issuance of any shares of such series of Preferred Stock.
The Preferred Shares being offered hereby are the first
series of Preferred Stock designated by the Board of
Directors. The Board has no present plans to issue any other
series of Preferred Stock. However, purchasers of the
Preferred Shares offered hereby should be aware that the
holders of any series of the Preferred Stock which may be
issued in the future could have voting rights, rights to
receive dividends or rights to distribution in liquidation
superior to those of holders of the Preferred Shares or Common
Stock, thereby diluting or negating the voting rights,
dividend rights or liquidation rights of the holders of the
Preferred Shares or Common Stock; provided, however that
without the approval of the holders of a majority of the
Preferred Shares, no other share of Preferred Stock shall be
given voting rights greater than the higher of one vote per
share or one vote for each share of Common Stock into which it
is convertible, if any, nor rank superior to the Preferred
Shares with respect to the receipt of the respective dividends
or liquidation preferences, if any, to which such shares are
entitled.
Because the terms of each series of Preferred Stock may be
fixed by the Company's Board of Directors without shareholder
action, the Preferred Stock could be issued with terms
calculated to defeat a proposed takeover of the Company, or to
make the removal of the Company's management more difficult.
Under certain circumstances, this could have the effect of
decreasing the market price of the Preferred Shares, the
publicly held Warrants, and the Common Stock. Management of
the Company is not aware of any such threatened transaction to
obtain control of the Company.
Series A Convertible Cumulative Preferred Stock
Prior to the closing of this Offering, the Board of
Directors will file a Certificate of Designation designating
600,000 shares of Preferred Stock as ''Series A Convertible
Cumulative Preferred Stock'' with the following rights,
preferences and privileges:
Conversion. Unless previously redeemed by the Company,
the holders of the Preferred Shares are entitled at any time
at their option, commencing January 1, 1997, unless the
Underwriter permits earlier, to convert each Preferred Share
into one and one-half (11/2) shares of Common Stock subject to
adjustment described below. No fractional shares of Common
Stock will be issued but in lieu thereof the Company shall
''round up'' any fractional shares where the fraction is over
50% to a full share of Common Stock and shall round down any
fractional share where the fraction is less than 50%. No
adjustment for dividends will be made on conversion of any
Preferred Shares. Accordingly, accrued dividends will not be
paid on a Preferred Share if it is converted between a
dividend payment date and the next record date for dividend
payments. Dividends will be paid on any annual dividend
payment date (a ''Dividend Payment Date'') with respect to the
Preferred Shares surrendered for conversion after any annual
record date for the payment of dividends (a ''Record Date'')
to the registered holder on the Record Date. In the case of
Preferred Shares called for redemption, conversion rights will
expire at the close of business on the redemption date.
The Conversion Price is subject to adjustment upon the
occurrence of certain events, including the issuance of stock
of the Company as a dividend or distribution on the Common
Stock but not as dividends on the Preferred Shares;
sub-divisions and combinations of Common Stock; certain
reclassifications, consolidations, mergers and sales of
property of the Company; the issuance to all holders of Common
Stock of certain rights or warrants; and the distribution to
all holders of Common Stock of evidence of indebtedness of the
Company or of assets (excluding cash dividends or
distributions from retained earnings). Except as stated above,
the Conversion Price will not be adjusted for the issuance of
Common Stock or any securities convertible into or
exchangeable for Common Stock, or carrying the right to
purchase any of the foregoing, in exchange for cash, property
or services.
Dividends. Each Preferred Share is entitled to cumulative
annual dividends of $1.20 payable on July 1 of each year
commencing July 1, 1997. Unpaid dividends will accumulate and
be payable prior to the payment of dividends on the Common
Stock. The Company may, at its option, pay dividends in shares
of Common Stock, in lieu of cash. Shares used for such purpose
will be valued at the average closing bid price during the ten
trading days ending on the tenth day before the dividend
payment date, subject to certain conditions. For the
foreseeable future, the Company expects to make dividend
payments on the Preferred Shares in shares of Common Stock.
Redemption. The Preferred Shares are redeemable after
January 1, 1997 at the option of the Company, on not less than
30 days' written notice to registered holders at the
redemption price of $12 per share plus accumulated dividends,
provided the Company may not redeem the Preferred Shares
unless the closing price of the Common Stock for 20 of the 30
days prior to the date of the redemption notice is more than
$10.
Voting Rights. Preferred Shares are entitled to one vote
per share voting together with the Common Stock as one class,
except as otherwise provided by the Delaware General
Corporation Law provided, however, that the Company shall not
(i) issue any new series of Preferred Stock with rights
superior to the Preferred Shares on liquidation or to
dividends or having class voting rights, other than as
provided by the Delaware General Corporation Law, or a number
of votes per share greater than the higher of one vote per
share or one vote for each share of Common Stock into which
each share of such series may be converted, or (ii) issue
shares of any new series of Preferred Stock ranking equal to
the Preferred Shares whenever the Company is in arrears in the
payment of dividends on the Preferred Shares without, in
either case, the affirmative vote of a majority of the
outstanding Preferred Shares.
Preference on Liquidation. Preferred Shares will be
entitled to a preference on liquidation equal to $10 per
share, plus accumulated unpaid dividends.
No Sinking Fund. The Company is not required to provide
for the retirement or redemption of the Preferred Shares
through the operation of a sinking fund.
Common Stock Purchase Warrants
The Company has outstanding 1,710,000 Common Stock Purchase
Warrants (the ''Warrants''). Each Warrant entitles the holder
to purchase until December 20, 2000 one share of Common Stock
at an exercise price of $6.00. The Warrants are subject to
redemption by the Company at any time after April 20, 1997 on
30 days notice at $.25 per Warrant provided that the closing
high bid price of the Common Stock on the NASDAQ SmallCap
Market, or the last sale price per share of the Common Stock
if listed on the NASDAQ National Market or on a national
exchange is at least $8.50 per share for a period of 20 of the
immediate prior 30 trading days ending within 15 days of the
date on which the notice of redemption is given. Holders of
Warrants shall have exercise rights until the close of the
business day preceding the date fixed for redemption.
The Warrants contain provisions that protect the holders
thereof against dilution by adjustment of the exercise price
in certain events, such as stock dividends and distributions,
stock splits, recapitalizations, mergers and consolidations.
No adjustment exists for the issuance of shares of Common
Stock, among other circumstances, upon exercise of any of the
Warrants or options granted under any stock option plan or the
Underwriter's Warrant. The Company is not required to issue
fractional shares. The holder of a Warrant does not possess
any rights as a stockholder of the Company unless he exercises
his Warrant and obtains Common Stock. The Warrants have been
issued in registered form under a Warrant Agreement dated as
of December 20, 1995 between the Company and American Stock
Transfer & Trust Company as Warrant Agent. The shares of
Common Stock issued upon exercise of a Warrant, will be fully
paid and non-assessable.
A Warrant may be exercised upon the surrender of a duly
completed warrant certificate on or prior to its expiration,
accompanied by cash or certified bank check for the exercise
price.
Item 27. Exhibits
(1) Form of Underwriting Agreement; and Selected Dealer
Agreement
(3) (a) Certificate of Amendment to Certificate of
Incorporation filed June 28, 1996.
(b) Certificate of Incorporation filed September
14, 1994
(c) By-laws
(4) (a) Form of Warrant Agreement
(a)(i) Form of Common Stock Purchase Warrant
Certificate
(b) Form of Underwriter's Warrant
(c) Form of Underwriter's Stock Warrant
(5) (a) Opinion of Cohen & Cohen as to legality of
shares being offered*
(10) (a) Employment agreement between Registrant and
Peter E. Klenner
(b) Employment agreement between Registrant and
Imre M. Kovats
(c) Financial Consultant agreement between
Registrant and Robert Genova
(d) 1994 Incentive Stock Option Plan
(e) Sharing agreement for space and facilities
between Registrant and Hungarian Telephone & Cable Corp.*
(f) Agreement to Purchase Shares in DNTV
(g) Agreement to purchase shares in VI-DOK
(h) Letter of intent with Kable Com
(i) Offer from OKK Kft to Registrant to rent
satellite space to Company
(j) Agreement with Land Studios Kft.
(k) Lease agreement with HAKON Ltd. for space at
Szamado, Budapest
(l) Form of 6% Bridge Note
(m) License to broadcast on A3
(n) Form of Consulting Agreement with J.W. Barclay
& Co., Inc.
(o) Form of Mergers and Acquisitions Agreement with
J.W. Barclay & Co., Inc.
(p) Contracts for purchase of programming between
Power TV Ltd. and Registrant dated February 28 and July 29,
1996.
(q) Lease for satellite space between Nethold Central Europe
BV and Registrant dated July 5, 1996.
(r) Management consulting agreement between Registrant and
Justine Bodle dated June 15, 1996.
(s) Agreement to set up uplink and downlink between Registrant
and Banknet dated June 26, 1996.
(t) Rental lease between Registrant and Investor Holding RT
dated June 25, 1996.
(21) Subsidiaries of the Registrant.
(23) (a) Consent of Cohen & Cohen (included in their opinion to be
filed as Exhibit 5(a))*
(b) Consent of Simon, Buros & Partners*
(c) Consent of Coopers & Lybrand.*
(d) Consent of Todman & Co.*
(25) Power of Attorney (included on signature page)*
