-----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, KiB2nrfrORw7IHB/ucqaK357LgdJN1elQsmmw6wedpantU/ua6XXIC748P/gb3CA QpVdzZJZsJMm0EogXty5bA== /in/edgar/work/0000950137-00-005015/0000950137-00-005015.txt : 20001122 0000950137-00-005015.hdr.sgml : 20001122 ACCESSION NUMBER: 0000950137-00-005015 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001121 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-4/A SEC ACT: SEC FILE NUMBER: 333-38474 FILM NUMBER: 774946 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-4/A 1 c55707a5s-4a.txt AMENDMENT #5 TO REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000 REGISTRATION NO. 333-38474 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ PRE-EFFECTIVE AMENDMENT NO. 5 TO FORM S-4 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 (612) 925-8840 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ CHRISTOPHER T. DAHL PRESIDENT AND CHIEF EXECUTIVE OFFICER 5501 EXCELSIOR BOULEVARD MINNEAPOLIS, MINNESOTA 55416 (612) 925-8840 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: AVRON L. GORDON, ESQ. JILL J. THEIS, ESQ. CHRISTOPHER C. CLEVELAND, ESQ. GENERAL COUNSEL AND SECRETARY BRETT D. ANDERSON, ESQ. iNTELEFILM CORPORATION JAMES R. SANKOVITZ, ESQ. 5501 EXCELSIOR BOULEVARD BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION MINNEAPOLIS, MINNESOTA 55416 2400 IDS CENTER, 80 SOUTH EIGHTH STREET (612) 925-8894 (PHONE) MINNEAPOLIS, MINNESOTA 55402 (612) 925-8840 (FAX) (612) 334-8400 (PHONE) (612) 334-8650 (FAX)
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Minnesota Statutes Section 302A.521 provides that as a Minnesota business corporation, iNTELEFILM 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 statutory standards are met. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one 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. Article 6.2 of iNTELEFILM's bylaws provides that iNTELEFILM will indemnify its directors, officers, employees and agents, past or present, and persons serving as such of another corporation or entity at iNTELEFILM's request, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted under Section 302A.521. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Articles of Incorporation of iNTELEFILM Corporation, as amended and restated (incorporated by reference to iNTELEFILM's Current Report on Form 8-K (File No. 000-21534) filed October 1, 1999). 3.2 Bylaws of iNTELEFILM, as amended and restated (incorporated by reference to iNTELEFILM's Registration Statement on Form S-18 (File No. 33-44412) filed December 5, 1991). 5 Opinion of Jill J. Theis, Esq.* 8 Opinion of Briggs and Morgan, Professional Association regarding tax matters. 23.1 Consent of Briggs and Morgan, Professional Association (included in Exhibit 8 hereto). 23.2 Consent of BDO Seidman, LLP for iNTELEFILM.* 23.3 Consent of BDO Seidman, LLP for Harmony.* 23.4 Consent of Jill J. Theis, Esq. (included in Exhibit 5 hereto). 24.1 Powers of Attorney.* 24.2 Power of Attorney from William H. Spell.* 99.1 Form of Letter of Transmittal.* 99.2 Form of Notice of Guaranteed Delivery.* 99.3 Form of Letter to Clients.*
- --------------- * Previously filed. (b) Financial Statement Schedules. None. (c) Item 4(b) Information. None. II-1 3 ITEM 22. UNDERTAKINGS. iNTELEFILM undertakes: (A)(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 not previously disclosed in the registration statement or any material change to such information in the 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) That, for 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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) To respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (D) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2 4 Insofar as indemnification by the registrant 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant 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 November 21, 2000. iNTELEFILM CORPORATION By /s/ CHRISTOPHER T. DAHL ---------------------------------------- Christopher T. Dahl President, Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ CHRISTOPHER T. DAHL President, Chief Executive November 21, 2000 - --------------------------------------------------- Officer and Director Christopher T. Dahl (Principal executive officer) /s/ STEVEN C. SMITH Chief Financial Officer November 21, 2000 - --------------------------------------------------- (Principal accounting Steven C. Smith and financial officer) * Director - --------------------------------------------------- Richard W. Perkins * Director - --------------------------------------------------- Michael R. Wigley * Director - --------------------------------------------------- William E. Cameron * Director - --------------------------------------------------- William H. Spell *By: /s/ CHRISTOPHER T. DAHL Director November 21, 2000 ---------------------------------------------- Christopher T. Dahl Attorney-in-fact
II-4 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------ 3.1 Articles of Incorporation of iNTELEFILM Corporation, as amended and restated (incorporated by reference to iNTELEFILM's Current Report on Form 8-K (File No. 000-21534) filed October 1, 1999). 3.2 Bylaws of iNTELEFILM, as amended and restated (incorporated by reference to iNTELEFILM's Registration Statement on Form S-18 (File No. 33-44412) filed December 5, 1991). 5 Opinion of Jill J. Theis, Esq.* 8 Opinion of Briggs and Morgan, Professional Association regarding tax matters. 23.1 Consent of Briggs and Morgan, Professional Association (included in Exhibit 8 hereto). 23.2 Consent of BDO Seidman, LLP for iNTELEFILM.* 23.3 Consent of BDO Seidman, LLP for Harmony.* 23.4 Consent of Jill J. Theis, Esq. (included in Exhibit 5 hereto). 24.1 Powers of Attorney.* 24.2 Power of Attorney from William H. Spell.* 99.1 Form of Letter of Transmittal.* 99.2 Form of Notice of Guaranteed Delivery.* 99.3 Form of Letter to Clients.*
- --------------- * Previously filed.
EX-8 2 c55707a5ex8.txt OPINION RE: TAX MATTER 1 EXHIBIT 8 (651) 223-6421 November 21, 2000 mcdbri@briggs.com iNTELEFILM Corporation 5501 Excelsior Boulevard Minneapolis, Minnesota 55416 RE: MERGER OF HARMONY HOLDINGS, INC. INTO INTELEFILM CORPORATION FOLLOWING COMPLETION OF INTELEFILM CORPORATION'S OFFER TO EXCHANGE SHARES OF HARMONY HOLDING, INC. COMMON STOCK FOR OUTSTANDING SHARES OF INTELEFILM CORPORATION COMMON STOCK Ladies and Gentlemen: This opinion is being delivered to you in connection with the filing of a registration statement and any amendments thereto (the "Registration Statement") on Form S-4, which includes the Prospectus relating to the merger of Harmony Holding, Inc. ("Harmony") with and into iNTELEFILM Corporation or a wholly-owned subsidiary corporation of iNTELEFILM Corporation ("iNTELEFILM") in accordance with the Delaware General Corporation Law (the "Merger") following consummation of iNTELEFILM's offer to exchange one share of common stock of iNTELEFILM for every 13.75 shares of common stock of Harmony (the "Offer"). Except as otherwise provided, capitalized terms not defined herein have the meanings set forth in the letters delivered to Briggs and Morgan Professional Association by iNTELEFILM and Harmony containing certain representations of iNTELEFILM and Harmony relevant to this opinion (the "Representation Letters"). All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the "Code"). In our capacity as counsel to iNTELEFILM and Harmony in the Merger, and for purposes of rendering this opinion, we have examined and relied upon the Registration Statement and the exhibits thereto, the Representation Letters, and such other documents as we considered relevant to our analysis. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have assumed that all parties to all documents examined by us have acted, and will act, in accordance with the terms of such documents and that the Offer and the Merger will be consummated pursuant to the terms and conditions set forth in the Registration Statement without the waiver or modification of any such terms and conditions. Furthermore, we have assumed that all representations contained in the Representation Letters, are, and at the effective date of the Merger, will be, true and complete in all material respects, and that any representation made in any of the documents referred to herein "to the best of the knowledge and belief" (or similar qualification) of any person or party is, and at the effective date of the Merger, will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of, any plan, intention, understanding or agreement, there is no such plan, intention, understanding, or agreement. We have not attempted to verify independently such representations, but in the course of our representations, nothing has come to our attention that would cause us to question the accuracy thereof. 2 The conclusions expressed herein represent our judgment as to the proper treatment of certain aspects of the Offer and the Merger under the income tax laws of the United States based upon the Code, Treasury Regulations, case law, and rulings and other pronouncements of the Internal Revenue Service (the "IRS") as in effect on the date of this opinion. No assurances can be given that such laws will not be amended or otherwise changed prior to the effective date of the Merger, or at any other time, or that such changes will not affect the conclusions expressed herein. Nevertheless, we undertake no responsibility to advise you or your shareholders of any developments after the effective date of the Merger, in the application or interpretation of the income tax laws of the United States. Our opinion represents our best judgment of how a court would decide if presented with the issues addressed herein and is not binding upon either the IRS or any court. Thus, no assurances can be given that a position taken in reliance on our opinion will not be challenged by the IRS or rejected by a court. This opinion addresses only the specific United States federal income tax consequences of the Offer and the Merger set forth below, and does not address any other federal, state, local, or foreign income, estate, gift, transfer, sales, use, or other tax consequences that may result from the Offer or the Merger or any other transaction (including any transaction undertaken in connection with the Offer or the Merger). We express no opinion regarding the tax consequences of the Offer or the Merger to shareholders of Harmony that are subject to special tax rules, and we express no opinion regarding the tax consequences of the Offer or the Merger arising in connection with the ownership of options or warrants for Harmony stock. On the basis of, and subject to, the foregoing, and in reliance upon the representations and assumptions described above, we are of the opinion that the Offer and the Merger should be treated as one integrated transaction that will qualify as a reorganization within the meaning of Section 368(a)(1)(A) and (D). Subject to the additional qualifications set forth immediately following the numbered paragraphs below, the Offer and the Merger should result in the following federal income tax consequences: 1. Harmony stockholders will recognize no gain or loss as a result of the exchange of their Harmony stock solely for shares of iNTELEFILM common stock pursuant to the Offer or the Merger, except with respect to cash received in lieu of fractional share interests, if any of stock. 2. The aggregate adjusted tax basis of the shares of iNTELEFILM common stock received by each Harmony stockholder in the Offer or the Merger, including any fractional shares of iNTELEFILM common stock deemed to be received, as described below, will be equal to the aggregate adjusted tax basis of the shares of Harmony stock surrendered. 3. The holding period of the shares of iNTELEFILM common stock received by each Harmony stockholder in the Offer or the Merger, including any fractional shares of iNTELEFILM common stock deemed to be received as described below, will include the holding period of the shares of Harmony stock exchanged therefor. 4. A Harmony stockholder who received cash in lieu of a fractional shares of iNTELEFILM common stock will be treated as if the fractional share had been received by such stockholder in the Offer or the Merger and then redeemed by iNTELEFILM in return for the cash amount. The receipt of such cash will cause the recipient to recognize capital gain or loss equal to the difference between the amount of cash received and the portion of such holder's adjusted tax basis in the shares of iNTELEFILM common stock allocable to the fractional share. 3 5. Cash received by Harmony stockholders exercising appraisal rights will be treated as (a) a distribution in full payment of such shares, resulting in capital gain or loss, or (b) ordinary income, as the case may be, depending upon such stockholder's individual situation. 6. Neither iNTELEFILM nor Harmony will recognize gain or loss directly as a result of the Offer or the Merger other than any gain which may be recognized by Harmony to the extent the sum of the amount of the Harmony liabilities to be assumed by iNTELEFILM or the merger subsidiary in connection with the Offer and the Merger exceeds the total adjusted basis of the Harmony property to be transferred to iNTELEFILM or the merger subsidiary in connection with the Offer and the Merger. 7. No opinion is expressed as to any federal income tax consequences of the Offer or the Merger except as specifically set forth herein and no opinion is expressed concerning the federal tax consequences to Harmony of any gain which may be recognized by Harmony to the extent the sum of the amount of the Harmony liabilities to be assumed by iNTELEFILM or the merger subsidiary in connection with the Offer and the Merger exceeds the total adjusted basis of the Harmony property to be transferred to iNTELEFILM or the merger subsidiary in connection with the Offer and the Merger. This opinion may not be relied upon except with respect to the consequences specifically discussed herein. This opinion is intended solely for the purpose of inclusion as an exhibit to the Registration Statement. It may not be relied upon for any other purpose or by any other person or entity. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in connection with the references to this firm and our opinion therein. In giving this consent, however, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, BRIGGS AND MORGAN, PROFESSIONAL ASSOCIATION By /s/ M. Brigid McDonough --------------------------------------- M. Brigid McDonough Shareholder MBM:jmc
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