-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qqjc8r4NGG4UKlXsIeXE5wPLy4VF6OJ0u/U25HDI/kFuoFcjCa8lnO1toAj5E3ln 0KhTWie6L3vFbyjnKfB4ww== 0000892569-97-002355.txt : 19970821 0000892569-97-002355.hdr.sgml : 19970821 ACCESSION NUMBER: 0000892569-97-002355 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970820 EFFECTIVENESS DATE: 19970820 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERVISUAL BOOKS INC /CA CENTRAL INDEX KEY: 0000879813 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 952929217 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34009 FILM NUMBER: 97667084 BUSINESS ADDRESS: STREET 1: 2716 OCEAN PARK BLVD STREET 2: SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3103968708 MAIL ADDRESS: STREET 1: 2716 OCEAN PARK BLVD SUITE 2020 CITY: SANTA MONICA STATE: CA ZIP: 90405 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 20, 1997 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INTERVISUAL BOOKS, INC. (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA 92-2929217 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 2716 OCEAN PARK BLVD., STE. 2020 90405 SANTA MONICA, CALIFORNIA (Zip Code) (Address of Principal Executive Offices) NONSTATUTORY STOCK OPTION AGREEMENTS DATED JANUARY 13, 1997, BETWEEN INTERVISUAL BOOKS, INC. AND NEIL STUART (Full Title of the Plan) Waldo H. Hunt Please address a copy of all communications to: Chief Executive Officer Intervisual Books, Inc. Stephen D. Cooke, Esq. 2716 Ocean Park Blvd., Ste. 2020 Paul, Hastings, Janofsky & Walker LLP Santa Monica, California 90405 695 Town Center Drive, 17th Floor (Name and Address of Agent for Service) Costa Mesa, California 92626 Telephone: (714) 668-6200 (310) 396-8708 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
======================================================================================================== Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share(1) Offering Price Fee ======================================================================================================== Common Stock, No Par Value Per Share 125,000(2) $1.375 $171,875 $53.00
(1) Calculated pursuant to Rule 457(h)(1), based on the actual price at which options may be exercised under the Nonstatutory Stock Option Agreements dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart (the "Agreements"). (2) This Registration Statement covers, in addition to such number of shares issuable upon exercise of the options granted under the Agreements, an indeterminate number of additional shares which may become subject to options as a result of the adjustment provisions of the Agreements. The registration fee is calculated only on the stated number of shares. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are incorporated herein by reference: (a) The Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (b) The Registrant's quarterly reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997; (c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's annual report referred to in (a) above; and (d) The description of the Registrant's common stock, no par value, which is contained in its Form 8-A filed on May 26, 1992 under the Exchange Act, including any amendments filed for the purpose of updating such description. All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 204 and 317 of the California Corporations Code (the "Code") contain provisions concerning the Registrant's ability to indemnify its agents (including directors and officers) from certain liabilities and expenses incurred as a result of any preceding arising by reason of the fact that such person -3- 3 is or was an agent of the Registrant. The Registrant has adopted provisions in its Restated Articles of Incorporation which eliminate the personal liability of a director from monetary damages to the fullest extent permissible under the Code and which authorize the Registrant to provide indemnification of its agents. The Registrant's Bylaws provide indemnification to its agents to the maximum extent permitted by the Code. The Registrant has also entered into indemnification agreements with its directors and certain key officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits filed as part of this Registration Statement are as follows:
Exhibit Number Description of Exhibit 4.1 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart (options to purchase 75,000 shares of common stock).* 4.2 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart (options to purchase 50,000 shares of common stock).** 5 Opinion of Paul, Hastings, Janofsky & Walker LLP. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5). 24 Power of Attorney (contained on Signature Page of Registration Statement).
- --------------- * Incorporated by reference from Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. ** Incorporated by reference from Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. -3- 4 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 thereof) 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 the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do 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 Registrant hereby undertakes that, for the 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 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. (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 foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the 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 Act and will be governed by the final adjudication of such issue. -4- 5 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 Santa Monica, State of California, on this 19th day of August, 1997. INTERVISUAL BOOKS, INC. By: /s/Nathan N. Sheinman ------------------------------------- Nathan N. Sheinman President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nathan N. Sheinman and Gail A. Thornhill, jointly and severally, his or her attorneys-in-fact, each with power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may 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. /s/Waldo H. Hunt August 19, 1997 - ---------------------------------------- ---------------- Waldo H. Hunt, Chairman of the Board, Date Chief Executive Officer, Director (Principal Executive Officer) /s/Nathan N. Sheinman August 19, 1997 - ---------------------------------------- ---------------- Nathan N. Sheinman, President, Date Chief Operating Officer, Director /s/Gail A. Thornhill August 19, 1997 - ---------------------------------------- ---------------- Gail A. Thornhill, Controller Date Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) (Signatures Continued on Following Page) -5- 6 /s/Gordon Hearne August 19, 1997 - ---------------------------------------- ---------------- Gordon Hearne Date Director /s/John J. McNaughton August 19, 1997 - ---------------------------------------- ---------------- John J. McNaughton Date Director /s/Peter Seymour August 19, 1997 - ---------------------------------------- ---------------- Peter Seymour Date Director -6- 7 EXHIBIT INDEX
Exhibits 4.1 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart (options to purchase 75,000 shares of common stock).* 4.2 Nonstatutory Stock Option Agreement dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart (options to purchase 50,000 shares of common stock).** 5 Opinion of Paul, Hastings, Janofsky & Walker LLP. 23.1 Consent of BDO Seidman, LLP. 23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in Exhibit 5). 24 Power of Attorney (contained on Signature Page of Registration Statement).
- ---------------------- * Incorporated by reference from Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. ** Incorporated by reference from Exhibit 10.20 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. -7- EX-5 2 OPINION OF PAUL, HASTINGS, JANOFSKY & WALKER LLP 1 LAW OFFICES OF PAUL, HASTINGS, JANOFSKY & WALKER LLP A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 695 TOWN CENTER DRIVE SEVENTEENTH FLOOR COSTA MESA, CALIFORNIA 92626-1924 TELEPHONE (714) 668-6200 FACSIMILE (714) 979-1921 August 19, 1997 Intervisual Books, Inc. 2716 Ocean Park Boulevard, Suite 2020 Santa Monica, California 90405 Re: Nonstatutory Stock Option Agreements dated January 13, 1997, between Intervisual Books, Inc. and Neil Stuart; Registration Statement on Form S-8 Ladies and Gentlemen: As counsel for Intervisual Books, Inc., a California corporation (the "Company"), you have requested our opinion in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") registering 125,000 shares of the Company's common stock, no par value, for issuance pursuant to options granted by the Company under the Nonstatutory Stock Option Agreements dated January 13, 1997, between the Company and Neil Stuart (the "Option Agreements"). We have examined such records and documents and made such examination of law as we have deemed relevant in connection with this opinion. Based on the foregoing, we are of the opinion that the 125,000 shares covered by the Registration Statement, when issued in accordance with the terms of the Prospectus forming a part of the Registration Statement and in accordance with the Option Agreements, will be legally issued, fully-paid and nonassessible. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. Respectfully Submitted, /s/ Paul, Hastings, Janofsky & Walker LLP EXHIBIT 5 EX-23.1 3 CONSENT OF BDO SEIDMAN, LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Intervisual Books, Inc. Santa Monica, California We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-8 of our report dated February 21, 1997, relating to the consolidated financial statements and schedule of Intervisual Books, Inc. appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. BDO SEIDMAN, LLP Los Angeles, California August 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----