As filed with the Securities and Exchange Commission on December 24, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
HSN, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2712887
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11831 30th Court North, St. Petersburg, FL 33716
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED SAVOY PICTURES ENTERTAINMENT, INC.
STOCK OPTION PLAN
SAVOY PICTURES ENTERTAINMENT, INC. 1995 STOCK OPTION PLAN
HOME SHOPPING NETWORK, INC. 1996 STOCK OPTION PLAN FOR EMPLOYEES
HOME SHOPPING NETWORK, INC. 1996 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
HOME SHOPPING NETWORK, INC. 1986 STOCK OPTION PLAN FOR EMPLOYEES
HOME SHOPPING NETWORK, INC. 1986 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
(Full title of the plans)
MICHAEL DRAYER
HSN, INC.
12425 28TH STREET NORTH
ST. PETERSBURG, FL 33716
(Name and address of agent for service)
(813) 573-0339
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
Common Stock, 8,602,033 (2) (2) (2)
par value shares
$.01 per share
(1) Also includes an indeterminable number of additional shares that
may become issuable pursuant to the anti-dilution provisions of
the Plans.
(2) Not applicable. All filing fees payable in connection with the
registration of the issuance of these securities were paid in
connection with the filing of (a) preliminary proxy materials on
Schedule 14A of the Registrant and Savoy Pictures Entertainment,
Inc. on March 1, 1996, and of the Registrant, Savoy Pictures
Entertainment, Inc. and Home Shopping Network, Inc. on October
10, 1996 and November 13, 1996 and (b) the Registrant's
Registration Statement on Form S-4 (333-16437) on November 20,
1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 (the
"Registration Statement") of HSN, Inc., a Delaware corporation
formerly known as Silver King Communications, Inc. (the "Com-
pany" or the "Registrant"), relates to up to 8,602,033 shares
of the Registrant's common stock, par value $.01 per share (the
"Common Stock"), issuable in connection with the Savoy Pictures
Entertainment, Inc. ("Savoy") 1995 Stock Option Plan and the
Amended and Restated Savoy Stock Option Plan (collectively, the
"Savoy Plans"), and in connection with the Home Shopping
Network, Inc. ("HSN") 1996 Stock Option Plan for Employees, the
HSN 1996 Stock Option Plan for Outside Directors, the HSN 1986
Stock Option Plan for Employees and the HSN 1986 Stock Option
Plan for Outside Directors (collectively, the "HSN Plans," and
together with the Savoy Plans, the "Plans"). All such shares
of Common Stock were previously included in the Registration
Statement on Form S-4 filed by the Registrant with the
Securities and Exchange Commission on November 20, 1996 (No.
333-16437).
On December 19, 1996, Thames Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the
Registrant ("Thames"), was merged with and into Savoy (the
"Savoy Merger") pursuant to an Agreement and Plan of Merger,
dated as of November 27, 1995, as amended as of March 22, 1996
and as amended as of August 13, 1996, among the Registrant,
Thames and Savoy (the "Savoy Merger Agreement"). As a result
of the Savoy Merger, each outstanding share of Savoy Common
Stock (with certain specified exceptions) was converted into a
fraction of a share of Common Stock pursuant to the exchange
ratio (the "Savoy Exchange Ratio") set forth in the Savoy
Merger Agreement. Also as a result of the Savoy Merger, shares
of Savoy Common Stock are no longer issuable upon the exercise
of options to purchase Savoy Common Stock ("Savoy Options")
pursuant to the Savoy Plans. Instead, upon exercise of Savoy
Options, participants in the Savoy Plans will receive that
number of shares of Common Stock of the Registrant equal to the
number of shares of Savoy Common Stock issuable immediately
prior to the effective time of the Savoy Merger upon exercise
of a Savoy Option multiplied by the Savoy Exchange Ratio, with
an exercise price for each share of Common Stock equal to the
exercise price for a share of Savoy Common Stock which existed
under the corresponding Savoy Option divided by the Savoy
Exchange Ratio (subject to adjustment as provided in the
applicable Plan).
In addition, on December 20, 1996, House Acquisition
Corp., a Delaware corporation and a subsidiary of the
Registrant ("House"), was merged with and into HSN (the "HSN
Merger") pursuant to an Agreement and Plan of Exchange and
Merger, dated as of August 25, 1996, among the Registrant,
House, HSN and Liberty HSN, Inc., a Colorado corporation (the
"HSN Merger Agreement"). As a result of the HSN Merger, each
outstanding share of HSN Common Stock (with certain specified
exceptions) was converted into a fraction of a share of Common
Stock of the Registrant pursuant to the exchange ratio (the
"HSN Common Exchange Ratio") set forth in the HSN Merger
Agreement. Also as a result of the HSN Merger, shares of HSN
Common Stock are no longer issuable upon the exercise of
options to purchase HSN Common Stock ("HSN Options") pursuant
to the HSN Plans. Instead, upon exercise of HSN Options,
participants in the HSN Plans will receive that number of
shares of Common Stock of the Registrant equal to the number of
shares of HSN Common Stock issuable immediately prior to the
effective time of the HSN Merger upon exercise of a HSN Option
multiplied by the HSN Common Exchange Ratio, with an exercise
price for each share of Common Stock equal to
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the exercise price for a share of HSN Common Stock which
existed under the corresponding HSN Option divided by the HSN
Common Exchange Ratio (subject to adjustment as provided in the
applicable Plan).
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by
reference in this Registration Statement. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of the filing of this
Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities
registered hereunder have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended November 30, 1995, March 31, 1996, June 30, 1996
and September 30, 1996; the Company's Transition Report on Form
10-Q for the four-month period ended December 31, 1995; and the
Company's Current Reports on Form 8-K dated October 25, 1995,
November 27, 1995, February 13, 1996 (as amended on Form 8-K/
A), July 2, 1996, August 25, 1996 and December 23, 1996;
(c) The information contained in the Company's Joint
Proxy Statement/Prospectus, dated November 20, 1996, for its
annual meeting of stockholders held on December 19, 1996, filed
with the Commission on November 20, 1996; and
(d) The description of the Common Stock contained in the
Company's Registration Statement on Form S-4 dated November 20,
1996, (No. 333-16437).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of
Incorporation limits, to the maximum extent permitted by
Delaware law, the personal liability of directors for monetary
damages for breach of their fiduciary duties as directors. The
Registrant's Bylaws provide that the directors, officers and
certain other persons will be indemnified with respect to
third-party actions or suits, provided such person acted in
good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Registrant.
The Registrant's Bylaws further provide that directors, offic-
ers and certain other persons will be indemnified with respect
to actions or suits by or in the right of the Registrant, pro-
vided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best
interests of the Registrant; except that no indemnification
shall be made in the event that such person shall be adjudged
to be liable to the Registrant, unless a court determines that
indemnification is fair and reasonable in view of all the cir-
cumstances. The Registrant's Bylaws allow the Registrant to
pay all expenses incurred by a director, officer, employee or
agent in defending any proceeding within the scope of the
indemnification provisions as such expenses are incurred in
advance of its final disposition, subject to repayment if it is
ultimately determined that such party was not entitled to
indemnity by the Registrant. The Registrant believes that
these agreements are necessary to attract and retain qualified
persons as directors and officers.
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Section 145 of the Delaware General Corporation Law pro-
vides that a corporation may indemnify a director, officer,
employee or agent made a party to an action by reason of the
fact that he was a director, officer or agent of the
corporation or was serving at the request of the corporation
against expenses actually and reasonably incurred by him in
connection with such action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any
criminal action, had no reasonable cause to believe his conduct
was unlawful.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act"),
may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Regis-
trant 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.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to
legality of the shares of Common Stock being
registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included
in Opinion filed as Exhibit 5.01 hereto)
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of KPMG Peat Marwick LLP
24.01 Power of Attorney (included on Pages II-6 and II-7 of
this Registration Statement)
99.01 Amended and Restated Savoy Pictures Entertainment,
Inc. Stock Option Plan
99.02 Savoy Pictures Entertainment, Inc. 1995 Stock Option
Plan
99.03 Home Shopping Network, Inc. 1996 Stock Option Plan
for Employees
99.04 Home Shopping Network, Inc. 1996 Stock Option Plan
for Outside Directors
99.05 Home Shopping Network, Inc. 1986 Stock Option Plan
for Employees
99.06 Home Shopping Network, Inc. 1986 Stock Option Plan
for Outside Directors
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ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(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, as amended (the "Securities Act"); (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; and (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;
provided, however, that clauses (i) and (ii) do not apply
if the information required to be included in a post-
effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Securities
and Exchange Commission 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 any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registra-
tion 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; and
(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. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 6 above 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.
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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
this Registration Statement 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 New
York, State of New York, on the 23rd day of December, 1996.
HSN, INC.
By: /s/ Barry Diller
Name: Barry Diller
Title: Chairman of the
Board and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints James G.
Gallagher and Michael Drayer, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement on Form S-8 has been signed
by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
/s/ Barry Diller Chairman of the December 23, 1996
Barry Diller Board and Chief
Executive Officer
/s/ James G. Held Director December 23, 1996
James G. Held
/s/ Victor A. Kaufman Director, Office December 23, 1996
Victor A. Kaufman of the Chairman
/s/ John E. Oxendine Director December 23, 1996
John E. Oxendine
Director
Bruce M. Ramer
Director
H. Norman Schwarzkopf
/s/ Eli J. Segal Director December 23, 1996
Eli J. Segal
Director
Sidney J. Sheinberg
/s/ Richard E. Snyder Director December 23, 1996
Richard E. Snyder
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/s/ Kevin J. McKeon Principal December 23, 1996
Kevin J. McKeon financial and
accounting officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to
legality of the shares of Common Stock being
registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included
in Opinion filed as Exhibit 5.01 hereto)
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of KPMG Peat Marwick LLP
24.01 Power of Attorney (included on Pages II-6 and II-7 of
this Registration Statement)
99.01 Amended and Restated Savoy Pictures Entertainment,
Inc. Stock Option Plan
99.02 Savoy Pictures Entertainment, Inc. 1995 Stock Option
Plan
99.03 Home Shopping Network, Inc. 1996 Stock Option Plan
for Employees
99.04 Home Shopping Network, Inc. 1996 Stock Option Plan
for Outside Directors
99.05 Home Shopping Network, Inc. 1986 Stock Option Plan
for Employees
99.06 Home Shopping Network, Inc. 1986 Stock Option Plan
for Directors