-----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, SczZA2kNTDBYYcemQV5psyXe6onPWOfUaDpoFTzk4p3pzHnAfeuwpQhGJipmIQwf o159zLzgpzhI+//29iWk0A== 0000912057-97-004654.txt : 19970222 0000912057-97-004654.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-004654 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970212 EFFECTIVENESS DATE: 19970212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21699 FILM NUMBER: 97528122 BUSINESS ADDRESS: STREET 1: 724 1ST ST N STREET 2: 4TH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 6123383300 MAIL ADDRESS: STREET 1: 724 FIRST STREET NORTH STREET 2: FOURTH FLOOR CITY: MINNEAPOLIS STATE: MN ZIP: 55401 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 12, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- CHILDREN'S BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 5961 41-1663712 (State or other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Identification No.) Classification Code Number) 724 FIRST STREET NORTH MINNEAPOLIS, MINNESOTA 55401 (Address, including zip code, of principal executive offices) -------------- 1994 STOCK OPTION PLAN (Full title of the plan) -------------- JAMES G. GILBERTSON, CHIEF OPERATING OFFICER AND TREASURER CHILDREN'S BROADCASTING CORPORATION 724 FIRST STREET NORTH MINNEAPOLIS, MINNESOTA 55401 (612) 338-3300 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPY TO: AVRON L. GORDON, ESQ. LANCE W. RILEY, ESQ. BRETT D. ANDERSON, ESQ. CHILDREN'S BROADCASTING CORPORATION BRIGGS AND MORGAN, P.A. 724 FIRST STREET NORTH 2400 IDS CENTER MINNEAPOLIS, MINNESOTA 55401 MINNEAPOLIS, MINNESOTA 55402 (612) 330-9521 (612) 334-8417 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of securities to be Amount to be offering price per aggregate Amount of registered registered share(1) offering price(1) registration fee - ----------------------------------------------------------------------------------------------------------- Common Stock, $.02 par value, issuable under the 1994 Stock Option Plan 750,000 $4.625 $3,468,750 $1052 - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the last reported sale for such stock on February 6, 1997, as reported by the Nasdaq National Market System. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is being filed by Children's Broadcasting Corporation (the "Company") pursuant to General Instruction E to the Form S-8 Registration Statement under the Securities Act of 1933, as amended, to register an additional 750,000 shares of the Company's Common Stock, $.02 par value (the "Common Stock"), which will be issued pursuant to the Company's 1994 Stock Option Plan (the "Plan"). A total of 250,000 shares of Common Stock issuable under the Plan have been previously registered pursuant to the Company's Form S-8 Registration Statement filed with the Securities and Exchange Commission on June 16, 1995 (Registration No. 33-93546), and the information contained therein is hereby incorporated by reference herein. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The Company incorporates herein by reference the following documents or portions of documents, as of their respective dates as filed with the Securities and Exchange Commission: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 (File No. 0-21534) filed on March 28, 1996, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (File No. 0-21534) filed on May 3, 1996, August 12, 1996 and November 13, 1996, respectively, and amended by Form 10-QSB/A for the fiscal quarter ended June 30, 1996 (File No. 0-21534) filed on October 17, 1996; and (c) The description of the Company's Common Stock contained in its Registration Statement on Form S-2 (No. 33-80721) filed on December 21, 1995, and amended by Amendment Nos. 1, 2, 3 and 4 filed on February 1, February 20, February 27 and February 28, 1996, respectively. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment 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 in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 8. EXHIBITS. Exhibit Number Description - ------ ----------- 5.1 Opinion of Lance W. Riley, Esq. 23.1 Consent of Lance W. Riley, Esq. (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Smolin, Lupin & Co., P.A., Certified Public Accountants. 23.4 Consent of Kleiman, Carney & Greenbaum, Certified Public Accountants. 24.1 Powers of Attorney (included on Signature Page). 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 Minneapolis, state of Minnesota, on this 12th day of February, 1997. CHILDREN'S BROADCASTING CORPORATION By /s/ Christopher T. Dahl ------------------------------------ Christopher T. Dahl President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lance W. Riley and James G. Gilbertson, or either of them (with full power to act alone), as his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or 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, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, 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 their 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 by the following persons in the capacities and on the date indicated. /s/ Christopher T. Dahl President, Chief Executive February 12, 1997 - ------------------------- Officer and Director Christopher T. Dahl (Principal Executive Officer) /s/ James G. Gilbertson Chief Operating Officer and February 12, 1997 - ------------------------- Treasurer (Principal James G. Gilbertson Accounting Officer and Principal Financial Officer) /s/ Richard W. Perkins Director February 12, 1997 - ------------------------- Richard W. Perkins /s/ Rodney P. Burwell Director February 12, 1997 - ------------------------- Rodney P. Burwell /s/ Mark A. Cohn Director February 12, 1997 - ------------------------- Mark A. Cohn EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5.1 Opinion of Lance W. Riley, Esq. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Smolin, Lupin & Co., P.A., Certified Public Accountants. 23.4 Consent of Kleiman, Carney & Greenbaum, Certified Public Accountants. EX-5.1 2 EX 5.1 EXHIBIT 5.1 February 12, 1997 Children's Broadcasting Corporation 724 First Street North Minneapolis, MN 55401 RE: REGISTRATION STATEMENT ON FORM S-8 1994 STOCK OPTION PLAN Gentlemen: I am General Counsel to Children's Broadcasting Corporation, a Minnesota corporation (the "Company"), in connection with its filing of a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended, in connection with the proposed issuance of an additional 750,000 shares of Common Stock, $.02 par value, of the Company (the "Shares"), to be issued upon exercise of options granted under the Company's 1994 Stock Option Plan (the "Plan"). I have examined the Registration Statement and those documents, corporate records, and other instruments I deemed relevant as a basis for the opinion herein expressed. Based on the foregoing, it is my opinion that when the Registration Statement is filed with the Securities and Exchange Commission, and the Shares have been issued as contemplated by the Plan, the Shares will be legally and validly issued, fully-paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Lance W. Riley ---------------------------------------- Lance W. Riley General Counsel and Secretary Children's Broadcasting Corporation EX-23.2 3 EX 23.2 EXHIBIT 23.2 Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Children's Broadcasting Corporation 1994 Stock Option Plan of our report dated January 31, 1996, with respect to the consolidated financial statements of Children's Broadcasting Corporation for the year ended December 31, 1995, included in its Annual Report (Form 10-KSB) filed with the Securities and Exchange Commission. Minneapolis, Minnesota February 11, 1997 /s/ ERNST & YOUNG LLP EX-23.3 4 EX 23.3 EXHIBIT 23.3 [Smolin, Lupin & Co., P.A. letterhead] Children's Broadcasting Corporation 724 First Street North, 4th Floor Minneapolis, Minnesota 55401 Gentlemen: We consent to the use of our reports for the eleven months ended March 31, 1996 and 1995, and the reports for the years ended April 30, 1993, 1994, and 1995, with respect to the financial statements of Radio Elizabeth, Inc. incorporated by reference in the Registration Statement (Form S-8) of Children's Broadcasting Corporation for the registration of shares of its common stock. /s/SMOLIN, LUPIN & CO., P.A. - ----------------------------------- SMOLIN, LUPIN & CO., P.A. West Orange, New Jersey February 11, 1997 EX-23.4 5 EX 23.4 EXHIBIT 23.4 [Kleiman, Carney & Greenbaum, P.C. letterhead] February 12, 1997 Consent of Independent Auditors We consent to the use of our reports dated January 19, 1996, February 2, 1996 and May 30, 1996, with respect to the financial statements of Wolpin Broadcasting Company incorporated by reference in the Registration Statement (Form S-8) and related Prospectus of Children's Broadcasting Corporation for the registration of shares of its common stock. Very truly yours, KLEIMAN, CARNEY & GREENBAUM /s/ MARK CARNEY ----------------------------------- MARK CARNEY Certified Public Accountant Farmington Hills, Michigan February 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----