-----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, SlDeXB8YFf70HSiKwJB+VzDV349+4xTdwEPk553rhcc1lhS3nWVDNUAXSd1Hdpye GYAmb260BGOHJHzqt720Qg== 0000912057-96-010622.txt : 19960613 0000912057-96-010622.hdr.sgml : 19960613 ACCESSION NUMBER: 0000912057-96-010622 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960523 EFFECTIVENESS DATE: 19960523 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LODGENET ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000911002 STANDARD INDUSTRIAL CLASSIFICATION: 4899 IRS NUMBER: 460371161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-04986 FILM NUMBER: 96571281 BUSINESS ADDRESS: STREET 1: 808 WEST AVENUE NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 6053301330 MAIL ADDRESS: STREET 1: 808 WEST AVE N CITY: SIOUX FALLS STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: LNET INC DATE OF NAME CHANGE: 19930820 POS462B 1 POS462B AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- LODGENET ENTERTAINMENT CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 4841 46-0371161 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) incorporation or organization)
808 WEST AVENUE NORTH SIOUX FALLS, SOUTH DAKOTA 57104 (605) 330-1330 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ERIC R. JACOBSEN VICE PRESIDENT, GENERAL COUNSEL LODGENET ENTERTAINMENT CORPORATION 808 WEST AVENUE NORTH SIOUX FALLS, SOUTH DAKOTA 57104 (605) 330-1330 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------- COPIES TO: Gregg F. Vignos, Esq. Daniel G. Bergstein, Esq. Courtney M. Lynch, Esq. Thomas R. Pollock, Esq. Pillsbury Madison & Sutro LLP Paul, Hastings, Janofsky & Walker P.O. Box 7880 399 Park Avenue San Francisco, California 94120 Thirty-First Floor New York, New York 10022
------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. ------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-3586 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------- CALCULATION OF REGISTRATION FEE
TITLE OF EACH AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT CLASS OF SECURITIES TO BE OFFERING AGGREGATE OF REGISTRATION TO BE REGISTERED REGISTERED(1)(2) PRICE PER SHARE OFFERING PRICE(3) FEE(4) Common Stock, $0.01 par value per share.............................. 230,000 Shares $13.00 $2,990,000 $1,031
(1) Includes 30,000 shares of Common Stock that the Underwriters have the option to purchase to cover over-allotments, if any. (2) Shares of Common Stock previously registered include 3,450,000 shares for which the registration fee has previously been paid. (3) The proposed maximum offering price per share is based on the proposed offering price for the shares of the Common Stock offered hereby. (4) Calculated pursuant to Rule 457(a). - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement filed under the Securities Act of 1933, as amended, by LodgeNet Entertainment Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") hereby incorporates by reference the contents of the Registration Statement on Form S-1 (File No. 333-3586) relating to the offering of up to 3,450,000 Shares of Common Stock of the Company filed on April 16, 1996, as amended by Amendment No. 1 filed on April 30, 1996. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $1,031 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on May 24, 1996); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on May 24, 1996. 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 Sioux Falls, State of South Dakota, on the 22nd day of May, 1996. LODGENET ENTERTAINMENT CORPORATION By /s/ TIM C. FLYNN ------------------------------------------- Tim C. Flynn PRESIDENT AND CHIEF EXECUTIVE OFFICER 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. NAME TITLE DATE - - ---------------------------------------- -------------------- ---------------- President and Chief /s/ TIM C. FLYNN Executive Officer - - ---------------------------------------- (Principal May 22, 1996 Tim C. Flynn Executive Officer) and Director Vice President -- * Finance (Principal - - ---------------------------------------- Financial and May 22, 1996 Jeffrey T. Weisner Accounting Officer) * - - ---------------------------------------- Director May 22, 1996 David Austad * - - ---------------------------------------- Director May 22, 1996 Lawrence Flinn, Jr. * - - ---------------------------------------- Director May 22, 1996 Richard R. Hylland * - - ---------------------------------------- Director May 22, 1996 R.F. Leyendecker * - - ---------------------------------------- Director May 22, 1996 Scott C. Petersen *By: /s/ TIM C. FLYNN ----------------------------------- Tim C. Flynn ATTORNEY-IN-FACT LODGENET ENTERTAINMENT CORPORATION INDEX TO EXHIBITS
SEQUENTIALLY NUMBERED EXHIBIT DESCRIPTION PAGE - - ----------- -------------------------------------------------------------------------------------------- ------------- 5.1 Opinion of Pillsbury Madison & Sutro LLP.................................................... 23.1 Consent of Independent Public Accountants................................................... 23.2 Consent of Pillsbury Madison & Sutro LLP (included in the opinion filed as Exhibit 5.1).....
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 PILLSBURY MADISON & SUTRO LLP POST OFFICE BOX 7880 SAN FRANCISCO, CA 94120 May 22, 1996 LodgeNet Entertainment Corporation 808 West Avenue North Sioux Falls, SD 57104 Re: Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as counsel for LodgeNet Entertainment Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 230,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company, of which 230,000 authorized but heretofore unissued shares (including 30,000 shares subject to the underwriters' over-allotment option) are to be offered and sold by the Company. In this regard we have participated in the preparation of a Registration Statement on Form S-1 relating to such 230,000 shares of Common Stock. (Such Registration Statement, as amended, is herein referred to as the "Registration Statement.") We are of the opinion that the shares of Common Stock to be offered and sold by the Company have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement and in the Prospectus included therein. Very truly yours, /S/ PILLSBURY MADISON & SUTRO LLP -------------------------------------- Pillsbury Madison & Sutro LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-1 of LodgeNet Entertainment Corporation of our reports and to all the references to our Firm included in the Registration Statement on Form S-1 of LodgeNet Entertainment Corporation (No. 333-3586). /s/ ARTHUR ANDERSEN LLP ---------------------------- ARTHUR ANDERSEN LLP Minneapolis, Minnesota May 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----