-----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, U+myZLisWXj6Kt373ZFw0UiJlFuke+Ynt2nAQzLeE0FiNr0yVHxTUNgTsol5No8+ wgCGhICAqeNiZTlHgM8wkA== 0000912057-97-004657.txt : 19970222 0000912057-97-004657.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-004657 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: 333-21701 FILM NUMBER: 97528128 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) -------------- 1996 EMPLOYEE STOCK PURCHASE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTS (Full title of the plans) -------------- 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 offering price registration fee - ---------------------------------------------------------------------------------------------------------------- Common Stock, $.02 par value, issuable under the 1996 Employee Stock Purchase Plan 400,000 $3.93(1) $1,572,000(1) $ 476 Non-Qualified Stock Option Agreements Held by: Christopher T. Dahl 66,250 $8.00 $ 530,000 $ 161 Melvin E. Paradis 75,000 $8.38 $ 628,500 $ 190 Gary W. Landis 60,001 $12.76 $ 765,613 $ 232 Lance W. Riley 40,000 $9.50 $ 380,000 $ 115 James G. Gilbertson 25,000 $5.875 $ 146,875 $ 45 Barbara A. McMahon 25,000 $5.875 $ 146,875 $ 45 ------- ---------- ------ Total 691,251 $4,169,863 $ 1,264 ------- ---------- -------- ------- ---------- -------- - ----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and based upon the last reported sale price for such stock on February 6, 1997, as reported by the Nasdaq National Market System. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Minnesota Statutes Section 302A.521 provides that a Minnesota business corporation shall indemnify any director, officer, employee or agent of the corporation made or threatened to be made a party to a proceeding, by reason of the former or present official capacity of the person, against judgments, penalties, fines, settlements and reasonable expenses incurred by the person in connection with the proceeding if certain statutory standards are met. "Proceeding" means a threatened, pending, or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of the corporation. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights. The Company's Articles of Incorporation as amended and restated limit the liability of directors in their capacity as directors to the Company or its stockholders to the fullest extent permitted by Minnesota law. Specifically, a director shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director's duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for dividends, stock repurchases and other distributions made in violation of Minnesota law or for violations of federal or state securities laws; (iv) for any transaction from which the director derived an improper personal benefit; or, (v) for any act or omission occurring prior to the effective date of the provision in the Company's Articles of Incorporation limiting such liability. These provisions do not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty, although, as a practical matter, equitable relief may not be available. Article 6 of the Company's Restated and Amended Bylaws, as amended, provides that director, officers, employees and agents, past or present, of the Company, and persons serving as such of another corporation or entity at the request of the Company, shall be indemnified by the Company for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted under Minnesota Statutes Section 302A.521. II-1 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). ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes as follows: (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 the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution. PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by the foregoing paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining liability under the Securities Act, 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. II-2 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, Minnesota 55401 RE: REGISTRATION STATEMENT ON FORM S-8 1996 EMPLOYEE STOCK PURCHASE 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 400,000 shares of Common Stock, $.02 par value, of the Company (the "Common Stock"), to be issued upon exercise of options granted under the Company's 1996 Employee Stock Purchase Plan (the "Plan") and the proposed issuance of 291,251 shares of Common Stock to be issued upon exercise of various Non-Qualified Stock Option Agreements (the "Agreements"). The 691,251 shares of Common Stock covered by the Registration Statement are collectively referred to herein as the "Shares." 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 or the Agreements, as applicable, 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 1996 Employee Stock Purchase Plan and Non-Qualified Stock Option Agreements 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-----