-----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, CsP0bW4Hp7f0Ucs/zP487znqQxqLcaZ3e6DoHwx5Uqsb9j+NnCgyebF6q/sUUjeO TcCMUH/Qjaashz73nTs9ww== 0000950124-00-005106.txt : 20000922 0000950124-00-005106.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950124-00-005106 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000814 DATE AS OF CHANGE: 20000906 EFFECTIVENESS DATE: 20000815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELEFILM CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: 7812 IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43778 FILM NUMBER: 701888 BUSINESS ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6129258840 MAIL ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: CHILDRENS BROADCASTING CORP DATE OF NAME CHANGE: 19951102 S-8 1 s-8.txt REGISTRATION STATEMENT ON FORM S-8 1 As filed with the Securities and Exchange Commission on August 14, 2000 Registration No. 333- ----- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- iNTELEFILM CORPORATION (Exact Name of Registrant as Specified in Its Charter) MINNESOTA 41-1663712 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
5501 EXCELSIOR BOULEVARD MINNEAPOLIS, MINNESOTA 55416 (Address, including Zip Code, of Principal Executive Offices) INTELEFILM CORPORATION 1994 DIRECTOR STOCK OPTION PLAN (Full Title of the Plan) JAMES G. GILBERTSON COPIES TO: Chief Operating Officer iNTELEFILM Corporation AVRON L. GORDON, ESQ. JILL J. THEIS, ESQ. 5501 Excelsior Boulevard BRETT D. ANDERSON, ESQ. General Counsel and Secretary Minneapolis, Minnesota 55416 Briggs and Morgan, P.A. iNTELEFILM Corporation (612) 925-8840 2400 IDS Center 5501 Excelsior Boulevard (Name, Address and Telephone Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55416 Number of Agent for Service) (612) 334-8400 (612) 925-8894
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO OFFERING AGGREGATE AMOUNT OF BE PRICE PER OFFERING REGISTRATION TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE PRICE FEE ==================================================================================================================================== INTELEFILM CORPORATION 1994 DIRECTOR STOCK OPTION PLAN Options to purchase common stock............................ 375,000 N/A N/A N/A Common stock (par value $0.02 per share).................... 375,000 shares $1.85935(2) $697,256.25 $184.08 ====================================================================================================================================
(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the iNTELEFILM Corporation 1994 Director Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock. (2) Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices for such stock on August 7, 2000, as reported by the Nasdaq National Market. ================================================================================ 2 REGISTRATION OF ADDITIONAL SECURITIES We are filing this registration statement pursuant to General Instruction E to the Form S-8 Registration Statement, under the Securities Act, to register an additional 375,000 shares of our common stock which will be issued pursuant to our 1994 Director Stock Option Plan (the "Plan"). Such shares represent the increase in the number of shares reserved for issuance under the Plan which was approved by our shareholders at the Annual Meeting of Shareholders held on June 22, 1999. A total of 125,000 shares of common stock issuable under the Plan have been previously registered pursuant to our registration statement on Form S-8 filed with the SEC on June 16, 1995 (Registration No. 33-93546), and the information contained therein is hereby incorporated by reference herein. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to documents we file with the SEC. The information incorporated by reference is considered to be part of this registration statement. Information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the shares covered by this registration statement have been sold or deregistered: - Annual Report on Form 10-KSB for the year ended December 31, 1999; - Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2000 and June 30, 2000; - Description of our common stock contained in our Registration Statement on Form 8-A (File No. 000-21534) filed on June 23, 2000; - Current Reports on Form 8-K filed on July 10, 2000, June 22, 2000, April 27, 2000, April 26, 2000, March 23, 2000, March 3, 2000, February 29, 2000, and January 19, 2000; and - Definitive Schedule 14A (Proxy Statement) filed on April 28, 2000. ITEM 8. EXHIBITS.
Exhibit Number Description - - - ------ ----------- 4.1 Articles of Incorporation, as amended and restated (incorporated by reference to our Current Report on Form 8-K (File No. 000-21534) filed October 1, 1999). 4.2 Bylaws, as amended and restated (incorporated by reference to our Registration Statement on Form S-18 (File No. 33-44412) filed December 5, 1991). 4.3 Specimen common stock certificate (incorporated by reference to our Registration Statement on Form S-18 (File No. 33-44412) filed November 27, 1991). 4.4 Rights Agreement between us and Norwest Bank Minnesota, National Association, as Rights Agent, dated as of February 19, 1998, which includes, as exhibits, the Form of Right Certificate and the Form of Summary of Rights (incorporated by reference to our Registration Statement on Form 8-A (File No. 000-21534) filed on February 20, 1998). 5 Opinion of Jill J. Theis, Esq. 23.1 Consent of Jill J. Theis, Esq. (included in Exhibit 5). 23.2 Consent of Independent Certified Public Accountants. 24 Powers of Attorney (included on Signature Page).
II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 the 14th day of August, 2000. iNTELEFILM CORPORATION By /s/ Christopher T. Dahl --------------------------------------------------------------- Christopher T. Dahl President, Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James G. Gilbertson and Jill J. Theis, and each of them, his true and lawful attorneys- in-fact and agents with full power of substitution, 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 SEC, 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 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 any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Christopher T. Dahl President, Chief Executive Officer and August 14, 2000 - - - ------------------------------ Chairman of the Board (Principal Christopher T. Dahl Executive Officer) /s/ Steven C. Smith Chief Financial Officer (Principal August 14, 2000 - - - ------------------------------ Accounting Officer and Principal Steven C. Smith Financial Officer) /s/ Richard W. Perkins Director August 14, 2000 - - - ------------------------------ Richard W. Perkins /s/ Michael R. Wigley Director August 14, 2000 - - - ------------------------------ Michael R. Wigley /s/ William E. Cameron Director August 14, 2000 - - - ------------------------------ William E. Cameron
II-2 5 EXHIBIT INDEX
Exhibit Number Description - - - ------ ----------- 4.1 Articles of Incorporation, as amended and restated (incorporated by reference to our Current Report on Form 8-K (File No. 000-21534) filed October 1, 1999). 4.2 Bylaws, as amended and restated (incorporated by reference to our Registration Statement on Form S-18 (File No. 33-44412) filed December 5, 1991). 4.3 Specimen common stock certificate (incorporated by reference to our Registration Statement on Form S-18 (File No. 33-44412) filed November 27, 1991). 4.4 Rights Agreement between us and Norwest Bank Minnesota, National Association, as Rights Agent, dated as of February 19, 1998, which includes, as exhibits, the Form of Right Certificate and the Form of Summary of Rights (incorporated by reference to our Registration Statement on Form 8-A (File No. 000-21534) filed on February 20, 1998). 5 Opinion of Jill J. Theis, Esq. 23.1 Consent of Jill J. Theis, Esq. (included in Exhibit 5). 23.2 Consent of Independent Certified Public Accountants. 24 Powers of Attorney (included on Signature Page).
EX-5 2 ex5.txt OPINION OF JILL J. THEIS, ESQ. 1 EXHIBIT 5 August 14, 2000 iNTELEFILM Corporation 5501 Excelsior Boulevard Minneapolis, Minnesota 55416 RE: INTELEFILM CORPORATION REGISTRATION STATEMENT ON FORM S-8 1994 DIRECTOR STOCK OPTION PLAN Ladies and Gentlemen: In connection with the registration on Form S-8 under the Securities Act of 375,000 additional shares of common stock to be issued under the iNTELEFILM Corporation 1994 Director Stock Option Plan, I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of this opinion and, based thereon, I advise you that, in my opinion, when such shares have been issued and sold pursuant to the applicable provisions of the plan and in accordance with the registration statement, such shares will be validly issued, fully paid and nonassessable shares of iNTELEFILM Corporation's common stock. I hereby consent to the filing of this opinion as an exhibit to the above described registration statement. Very truly yours, /s/ Jill J. Theis ---------------------------------- Jill J. Theis Secretary and General Counsel iNTELEFILM Corporation EX-23.2 3 ex23-2.txt CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS iNTELEFILM Corporation Minneapolis, Minnesota We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 2000, except for notes 8 and 10 dated March 17, 2000, relating to the consolidated financial statements of iNTELEFILM Corporation appearing in the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999. /s/ BDO SEIDMAN, LLP BDO SEIDMAN, LLP Milwaukee, Wisconsin August 9, 2000. -----END PRIVACY-ENHANCED MESSAGE-----