SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 1999-09-10 SEC Accession No. 0000892569-99-002399 (HTML Version on secdatabase.com) FILER ACME COMMUNICATIONS INC Mailing Address Business Address 2101 E FOURTH STREET 2101 E FOURTH STREET CIK:1092013| IRS No.: 330866283 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 202 SUITE 202 Type: S-1/A | Act: 33 | File No.: 333-84191 | Film No.: 99708891 SANTA ANA CA 92705 SANTA ANA CA 92705 SIC: 4833 Television broadcasting stations 7142459499 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999 REGISTRATION NO. 333-84191 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACME COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) <TABLE> <S> <C> <C> DELAWARE 4833 33-0866283 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) </TABLE> 2101 E. FOURTH STREET, SUITE 202, SANTA ANA, CALIFORNIA 92705, (714) 245-9499 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JAMIE KELLNER CHIEF EXECUTIVE OFFICER ACME COMMUNICATIONS, INC. 2101 E. FOURTH STREET, SUITE 202 SANTA ANA, CALIFORNIA 92705 (714) 245-9499 (NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: <TABLE> <S> <C> DAVID A. KRINSKY, ESQ. ALVIN G. SEGEL, ESQ. ALLISON M. KELLER, ESQ. IAN C. WIENER, ESQ. O'MELVENY & MYERS LLP IRELL & MANELLA LLP 610 NEWPORT CENTER DRIVE, SUITE 1700 1800 AVENUE OF THE STARS, SUITE 900 NEWPORT BEACH, CALIFORNIA 92660-6429 LOS ANGELES, CALIFORNIA 90067-4276 (949) 760-9600 (310) 277-1010 </TABLE> 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] CALCULATION OF REGISTRATION FEE <TABLE> <S> <C> <C> <C> <C> ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM TITLE OF EACH PROPOSED MAXIMUM AGGREGATE CLASS OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1)(2) REGISTRATION FEE ----------------------------------------------------------------------------------------------------------------------- Common stock, $0.01 par value.................. 5,750,000 $21.00 $120,750,000 $1,599(3) ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- </TABLE> (1) Includes shares subject to the underwriters' over-allotment option. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o). (3) Previously paid $31,970. Total registration fee equals $33,569. 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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This registration statement contains a prospectus relating to a public offering in the United States and Canada and a separate international offering (excluding Canada). We are selling a total of 5,000,000 shares of common stock, 4,250,000 in the United States and Canada and 750,000 internationally. In addition, the selling stockholders have granted the underwriters an option to purchase a combined 750,000 additional shares of common stock to cover any over-allotments. Immediately following this explanatory note is the complete prospectus for the United States and Canada offering. After such prospectus are the following alternate pages for the international offering: a front cover page, an "Underwriting" section, the last page and a back cover page. Each alternate page for the international offering included herein is labeled "Alternate Page For International Prospectus." All other pages of the prospectus are the same for both offerings. 3 THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Subject to Completion, Dated September 10, 1999 [ACME Communications Logo] -------------------------------------------------------------------------------- ACME Communications, Inc. 5,000,000 Shares Common Stock -------------------------------------------------------------------------------- This is an initial public offering of common stock of ACME Communications, Inc. We anticipate that the initial public offering price will be between $19.00 and $21.00 per share. The U.S. underwriters are offering 4,250,000 shares in the United States and Canada and the international underwriters are offering 750,000 shares outside the United States and Canada. We have applied to list our common stock on the Nasdaq National Market under the symbol "ACME." Investing in our common stock involves risks. See "Risk Factors" beginning on page 9. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. <TABLE> <CAPTION> PER SHARE TOTAL --------- ----- <S> <C> <C> PUBLIC OFFERING PRICE $ $ UNDERWRITING DISCOUNTS AND COMMISSIONS $ $ PROCEEDS, BEFORE EXPENSES, TO ACME $ $ </TABLE> The selling stockholders have granted the underwriters the right to purchase up to an additional 750,000 shares at the public offering price within 30 days from the date of this prospectus to cover over-allotments. Deutsche Banc Alex. Brown Merrill Lynch & Co. Morgan Stanley Dean Witter CIBC World Markets The date of this Prospectus is , 1999. 4 INSIDE FRONT COVER [ACME COMMUNICATIONS LOGO] [COLLAGE OF ACTORS ON THE WB NETWORK AND SYNDICATED PROGRAMS] FRONT GATEFOLD Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document [A MAP OF THE UNITED STATES IDENTIFYING THE LOCATION OF EACH OF OUR STATIONS AND THE CALL LETTERS AND CHANNEL OF EACH OF OUR STATIONS] 5 PROSPECTUS SUMMARY You should read the following summary together with the more detailed information regarding our company and the common stock we are selling in this offering, including the risk factors and our financial statements and related notes, included elsewhere in this prospectus. THE COMPANY We currently own and operate nine broadcast television stations in medium-sized markets across the United States. Each of our stations is a network affiliate of The WB Television Network, making us the third largest WB Network affiliated station group in the country. Our television stations broadcast in markets that cover in aggregate approximately 5.4% of the total U.S. television households.