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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/05/04  PRN Corp                          S-1                   18:582                                    RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML  1,675K 
 2: EX-3.(I).1  Amended and Restated Certificate of Incorporation   HTML    133K 
                          of the Registrant.                                     
 3: EX-3.(II).1  By-Laws of the Registrant.                         HTML     53K 
 4: EX-3.(II).2  Form of Amended and Restated Bylaws of the         HTML    105K 
                          Registrant,                                            
 5: EX-4.2      Form of Warrant to Purchase Class A Common Stock    HTML     72K 
                          of Prn Corporation, As Amended                         
 6: EX-4.3      Form of Warrant to Purchase Class A Common Stock    HTML     52K 
                          of Qorvis Media Group, Inc.                            
 7: EX-4.4      Form of Warrant to Purchase Class A Common Stock    HTML     55K 
                          of Prn Corporation                                     
 8: EX-4.5      Warrant to Purchase Series C Preferred Stock of     HTML     54K 
                          Qorvis Media Group, Inc. 4/15/99                       
 9: EX-4.6      Warrant to Purchase Series C Preferred Stock of     HTML     54K 
                          Qorvis Media Group, Inc., 6/4/99                       
10: EX-4.7      Warrant to Purchase Series C Preferred Stock of     HTML     52K 
                          Qorvis Media Group, Inc.12/13/99                       
11: EX-10.1     Form of Indemnification Agreement Btn the           HTML     62K 
                          Registrant & Officers and Directors                    
12: EX-10.2     1992 Stock Option Plan                              HTML     58K 
13: EX-10.3     1997 Stock Option Plan and Form of Agreements       HTML     71K 
                          Thereunder.                                            
14: EX-10.5     Form of 2004 Employee Stock Purchase Plan           HTML     81K 
15: EX-10.6     Restated Investor Rights Agreement, Dated As of     HTML    257K 
                          August 14, 2001 and Amendments.                        
16: EX-10.7     Sublease, Dated May 16, 2003, Between the           HTML  1,430K 
                          Registrant and Cmp Media Llc.                          
17: EX-21.1     List of Subsidiaries.                               HTML      8K 
18: EX-23.1     Consent of Ernst & Young Llp, Independent Auditors  HTML     10K 

Table of Contents

As filed with the Securities and Exchange Commission on May 5, 2004

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

PRN CORPORATION

(Exact name of registrant as specified in its charter)

600 Harrison Street

4^th Floor

San Francisco, CA 94107

(415) 808-3500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Charles A. Nooney

Chief Executive Officer and Chairman of the Board

PRN Corporation

600 Harrison Street, 4^th Floor

San Francisco, CA 94107

(415) 808-3500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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.    ¨

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

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.

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The information in this 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 prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated May 5, 2004

PROSPECTUS

             Shares

Common Stock

We are offering              shares of our common stock in this initial public offering. No public market currently exists for our common stock.

We have applied to have our common stock approved for quotation on the Nasdaq National Market under the symbol “PRNC.” We anticipate that the initial public offering price will be between $              and $              per share.

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 8.

We have granted the underwriters a 30-day option to purchase up to an aggregate of              additional shares of common stock on the same terms and conditions set forth above to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about                     , 2004.

LEHMAN BROTHERS

CREDIT SUISSE FIRST BOSTON

UBS INVESTMENT BANK

                    , 2004

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 TABLE OF CONTENTS

Until                     , 2004 (25 days after the commencement of this offering), all dealers that effect transactions in our shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus is not an offer to sell or a solicitation of an offer to buy shares in any jurisdiction where such offer or any sales of shares would be unlawful. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery of this prospectus or of any sale of shares.

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 PROSPECTUS SUMMARY

This summary highlights key aspects of the information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page 8.

PRN Corporation

Overview

We are the fifth largest broadcast network, after ABC, CBS, Fox and NBC, and the largest in-store television network in the United States based on monthly reach. Through our proprietary broadcasting network, the PRN Network, we enable national and local advertisers to target consumers in over 5,000 retail stores in all of the 210 designated market areas, or DMAs, in the United States. Based on information provided by several third-party research firms and retailers, we estimate that the PRN Network delivers approximately 180 million monthly gross impressions to consumers in the stores of leading national retailers including Best Buy, Circuit City, Costco, Ralphs, SAM’s Club, Sears and Wal-Mart Stores. For the year ended December 31, 2003, we generated $112 million of revenues and $10 million of net income.

The PRN Network is aired on video displays located in retail stores where we estimate consumers purchased over $250 billion in products and services in 2003. Programming on the PRN Network is targeted to a captive audience of shoppers in the stores of our retailers. Consumers can view and listen to our programming in high traffic areas, key departments, areas where consumers wait for service and check-out lanes. Over the last ten years, we have developed a television programming format that we believe improves the shopping experience by providing relevant, informative and entertaining content to consumers in the retail environment. Our programming consists primarily of traditional television advertising, custom advertising segments and other content supplied by leading media companies including Discovery, ESPN, the Food Network and Lifetime.

In 2003, more than 150 advertisers purchased airtime on the PRN Network, including consumer product companies such as Procter & Gamble, entertainment companies such as Walt Disney, consumer electronics companies such as Sony, satellite service providers such as DIRECTV and television networks such as NBC. The PRN Network enables advertisers to target busy, purchase-oriented consumers with relevant and timely advertising messages resulting in significant brand recall. In a March 2002 custom study of a major U.S. retailer, Nielsen Media Research reported average aided plus unaided brand recall of 66.4%, as a percentage of Modeled Claimed Commercial Audience, among viewers ten years of age and older.

We have developed software and other proprietary technologies for operating the PRN Network for which we have received eight patents. Our network consists of a media management center that is connected, primarily via a satellite network, to media servers in each retail store location that carries the PRN Network. Our patented technology enables us to cost-effectively manage, distribute and air thousands of media elements on a regular basis and manage media by store, by department and by day in order to reach our advertisers’ desired audience.

We believe our target addressable market is the $53 billion television advertising market, the largest segment of the $149 billion U.S. major media advertising market as defined by Zenith Optimedia. We believe the effectiveness of traditional network television advertising is weakening due to evolving viewing habits, emerging technologies and additional at-home entertainment alternatives. As television advertisers are seeking alternative and more effective ways to reach consumers, the PRN Network provides a solution to the challenges facing traditional broadcast television.

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Factors Driving Advertiser Adoption of the PRN Network

We believe we are well-positioned to take advantage of the anticipated shift of advertising dollars away from traditional broadcast television. The following factors should lead to increased adoption of the PRN Network:

Our Competitive Strengths

First Mover Advantage.    The PRN Network is the largest in-store network in the U.S. based on audience. In our retail locations there are over 5,000 installed media servers and approximately 34,000 consumer viewing areas, or CVAs, comprised of an estimated 250,000 video displays, and, generally, satellite equipment to receive our programming.

Established Advertiser Base.    In 2003, more than 150 advertisers spanning most major advertising categories, including apparel, consumer packaged goods, electronics, entertainment, financial services, office supplies, pharmaceutical, retail and telecommunication services, purchased airtime on the PRN Network.

Media Management Expertise.    Over the past ten years, we have invested in software and other proprietary technologies for operating the PRN Network. These technologies combined with our management know-how enable us to produce, manage and distribute thousands of media elements on a regular basis across the PRN Network.

Operating Leverage.    We believe our established retail distribution infrastructure and low variable cost operating model will lead to an increase in our operating income margin if we succeed in growing our revenues.

Acquisition and Integration Experience.    We have successfully completed three acquisitions in the past eight years, through which we have broadened our retailer base to include Best Buy, Circuit City, Ralphs and Sears.

Our Strategy

Our objective is to be the broadcast network that consumers look for while they shop, advertisers rely upon to build their brands, and retailers feature to differentiate the shopping experience. We believe that our strategy of expanding our reach, driving adoption of the PRN Network, investing in new network deployments and developing localized programming content will enable us to increase the distribution and viewership of our network, generate additional advertising revenues, enhance our profitability and maintain our position as the leading in-store broadcaster in the U.S.

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Corporate Information

We were incorporated in Delaware in February 1992 as JMC Acquisitions, Inc. We changed our name to PICS Previews, Inc. in January 1994, to Qorvis Media Group in April 1997 and to PRN Corporation in June 2000. Our principal executive offices are located at 600 Harrison Street, 4th Floor, San Francisco, California 94107 and our telephone number is (415) 808-3500. We maintain a web site at www.prn.com. The reference to our web address does not constitute incorporation by reference of the information contained on this web site.

PRN^®, and the PRN name and design logo are our registered trademarks. We also use the following trademarks, some of which are pending registration as intent-to-use applications: Interactive Department, Redefining Mass Media, Digital Department, The Mass Channel, Aisles vs. Miles, Premier Retail Networks, Media Where It Matters, HD A to Z, This is HD and Design, Supermarket Network and Design, and Sample Size. Other trade names, trademarks and service marks appearing in this prospectus are the property of their respective holders.

In this prospectus, “PRN,” “we,” “us” and “our” refer to PRN Corporation and its consolidated subsidiaries.

This prospectus contains statistical data that we obtained from industry publications and reports generated by IDC, Jack Myers Report, National Cable & Telecommunications Association, Nielsen Media Research, Point-Of-Purchase Advertising International, Veronis Suhler Stevenson and Zenith Optimedia. These industry publications generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information. While we believe these publications are reliable, we have not independently verified their data.

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The Offering

The number of shares of common stock that will be outstanding immediately after this offering is based on the number of shares outstanding on March 31, 2004 and excludes:

Unless otherwise stated, all information in this prospectus:

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Summary Consolidated Financial Data

The following table provides summary historical consolidated financial data for the periods indicated. You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The summary consolidated statement of operations data for each of the fiscal years ended December 31, 2001, 2002 and 2003 and the summary consolidated balance sheet data as of December 31, 2002 and 2003 are derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The summary consolidated statements of operations data for each of the three-month periods ended March 31, 2003 and 2004 and the summary consolidated balance sheet data as of March 31, 2004 are derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. The summary consolidated balance sheet data as of December 31, 2001 are derived from our audited consolidated financial statements not included in this prospectus and as of March 31, 2003 are derived from our unaudited consolidated financial statements not included in this prospectus.