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As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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VIDEOLAN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 61-1283466
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
(Address of principal executive offices)
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1995 STOCK OPTION PLAN
(Full title of the plan)
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Ted Ralston
Chairman of the Board of Directors
VideoLan Technologies, Inc.
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
(502) 895-4858
(Name, Address and Telephone Number of Agent For Service)
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Copies to:
William G. Strench
Hirn Doheny & Harper
2000 Meidinger Tower
Louisville, Kentucky 40202
(502) 585-2450
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered per share price fee
- ------------------- ------------ --------- -------------- ------------
Common Stock, 2,000,000 $15.62(2) $31,240,000.00 $10,772.41
$0.01 par value shares(1)
(1) To be issued pursuant to the exercise of stock options granted to certain
officers, directors employees and consultants of the Company.
(2) The average of the bid and ask prices listed on NASDAQ as of the
closing trade on June 18, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995;
(b) The registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996; and
(c) The description of the registrant's Common Stock, $0.01 par value per
share, and of its Redeemable Common Stock Purchase Warrants contained in the
registrant's Registration Statement on Form S-1 (File No. 33-93086), as such
description may be amended or updated.
All documents subsequently filed by the registrant pursuant to Sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to this registration statement indicating that all of
the securities offered have been sold or deregistering all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of 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 6. Indemnification of Directors and Officers.
The registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees, and agents in connection with actions, suits, or
proceedings brought against them by a third party or in right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees, or agents, against expenses incurred in any action, suit or
proceeding. Article Seventh of the Certificate of Incorporation of the
registrant provides for indemnification of directors and officers to the fullest
extent permitted by the DGCL. Section 102(b)(7) of the DGCL provides that a
certificate of incorporation may contain a provision eliminating or limiting the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional
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misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article Eighth of the registrant's
Certificate of Incorporation contains such a provision.
Section 145(f) of the DGCL provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise. Section 145(g) of the DGCL provides that
a corporation may purchase and maintain insurance on behalf of directors,
officers, employees or agents of the corporation against any liability asserted
against or incurred by such parties in their respective capacity with the
corporation. The registrant has obtained directors and officers' liability
insurance coverage.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 .......... Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit No. 3.1 of the registrant's Registration
Statement on Form SB-2 (File No. 33-93086))
4.2 .......... Bylaws of the registrant (incorporated by reference to Exhibit
No. 3.2 of the registrant's Registration Statement on Form SB-2
(File No. 33-93086))
4.3 .......... 1995 Stock Option Plan of the registrant (incorporated by
reference to Exhibit No. 10.13 of the registrant's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995)
5 ............ Opinion of Hirn Doheny & Harper
24.1 .......... Consent of Grant Thornton LLP
24.2 .......... Consent of Hirn Doheny & Harper (contained in their opinion
filed as Exhibit 5)
25 ............ Powers of Attorney (included on the signature page of this
registration statement)
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Item 9. Undertakings.
(a) The undersigned registrant 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 of 1933;
(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 hereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
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 registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose 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.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the DGCL, the Certificate of Incorporation and the
Bylaws of the registrant, or otherwise, the registrant 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 of 1933, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth
of Kentucky, on the ____ day of June, 1996.
VIDEOLAN TECHNOLOGIES, INC.
By: /s/ Peter Beck
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Peter Beck, Chief Operating Officer
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Peter Beck and Steven B. Rothenberg, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Ted Ralston Chairman of the Board of June 20, 1996
- ---------------------- Directors
Ted Ralston
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/s/ Peter Beck Chief Operating Officer June 20, 1996
- ---------------------- (Principal Executive Officer)
Peter Beck
/s/ Steven B. Rothenberg Vice President-Finance, June 20, 1996
- ------------------------ Chief Financial Officer (Chief
Steven B. Rothenberg Accounting Officer), and Director
/s/ Vernon L. Jackson Director June 20, 1996
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Vernon L. Jackson
Director June 20, 1996
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Howard S. Jacobs
/s/ John R. Glankler Director June 20, 1996
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John R. Glankler
/s/ R. Dean Jackson Director June 20, 1996
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R. Dean Jackson
/s/ Jacques O. de Labry Director June 20, 1996
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Jacques O. de Labry
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June 20, 1996
VideoLan Technologies, Inc.
100 Mallard Creek Road, Suite 250
Louisville, KY 40207
Ladies and Gentlemen:
We have acted as legal counsel in connection with the preparation
of a Form S-8 Registration Statement under the Securities Act of 1933,
as amended ("Registration Statement"), covering an aggregate of
2,000,000 shares of common stock, no par value (the "Shares") of
VideoLan Technologies, Inc., a Delaware corporation (the "Company").
We have examined and are familiar with the Certificate of
Incorporation and Bylaws of the Company and the various corporate
records and proceedings relating to the organization of the Company and
the issuance of the Shares pursuant to the 1995 Stock Option Plan (the
"Plan"). We have also examined such other documents and proceedings as
we have considered necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.
We are qualified to practice law only in the State of Kentucky. As
to matter of Delaware law, we have reviewed the statutes set forth in
Title 8 of the Michie Company's Delaware Corporation Laws Annotated,
1994-95 Edition (collectively, the "Delaware Statutes"). Our opinion is
based solely on our review of the Delaware Statutes.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Hirn Doheny & Harper
HIRN DOHENY & HARPER
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Exhibit 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 8, 1996 accompanying the financial
statements in the Annual Report of VIDEOLAN Technologies, Inc. on Form 10-KSB
for the year ended December 31, 1995, which is incorporated by reference in this
Registration Statement on Form S-8. We consent to the incorporation by reference
in the Registration Statement of the aforementioned report.
GRANT THORNTON LLP
New York, New York
June 19, 1996
