As filed with the Securities and Exchange Commission on June 25, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA NETWORKS, 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.)
152 West 57th Street, New York, NY 10019
(Address of Principal Executive Offices) (Zip Code)
TICKETMASTER GROUP, INC. STOCK OPTION AGREEMENT
WITH FREDRIC D. ROSEN
(Full title of the plan)
THOMAS J. KUHN
USA NETWORKS, INC.
152 WEST 52ND STREET
NEW YORK, NY 10019
(Name and address of agent for service)
(212) 314-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------ ---------------- ----------------------- ----------------------- -------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------ ---------------- ----------------------- ----------------------- -------------------
==================================== ================ ======================= ======================= ===================
Common Stock, 1,499,089 N/A 35,108,664 (2)
par value $.01 per share shares
==================================== ================ ======================= ======================= ===================
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) 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 Ticketmaster Group,
Inc. on May 1, 1998, (b) the Registrant's Registration Statement on
Form S-4 (333-53093) on May 20, 1998, and (c) Amendment No. 2 thereto,
filed on June 24, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 (the "Registration Statement")
of USA Networks, Inc., a Delaware corporation (the "Company" or the
"Registrant"), relates to up to 1,499,089 shares of the Registrant's common
stock, par value $.01 per share (the "Common Stock"), issuable in connection
with the Ticketmaster Group, Inc. ("Ticketmaster") Stock Option Agreement with
Fredric D. Rosen (the "Plan"). All such shares of Common Stock were previously
included in the Registration Statement on Form S-4 (as amended) originally filed
by the Registrant with the Securities and Exchange Commission on May 20, 1998
(No. 333-53093).
On June 24, 1998, Brick Acquisition Corp., a Delaware corporation and
a wholly owned subsidiary of the Registrant ("Brick"), was merged with and into
Ticketmaster (the "Merger") pursuant to an Agreement and Plan of Merger, dated
as of March 20, 1998, among the Registrant, Brick and Ticketmaster (the
"Ticketmaster Merger Agreement"). As a result of the Merger, each outstanding
share of Ticketmaster Common Stock (with certain specified exceptions) was
converted into shares of Common Stock pursuant to the exchange ratio (the
"Exchange Ratio") set forth in the Merger Agreement. Also as a result of the
Merger, shares of Ticketmaster Common Stock are no longer issuable upon the
exercise of options to purchase Ticketmaster Common Stock ("Options") pursuant
to the Plan. Instead, upon exercise of Options, the participant in the Plan will
receive that number of shares of Common Stock of the Registrant equal to the
number of shares of Ticketmaster Common Stock issuable immediately prior to the
effective time of the Merger upon exercise of an Option multiplied by the
Exchange Ratio, with an exercise price for each share of Common Stock equal to
the exercise price for a share of Ticketmaster Common Stock which existed under
the corresponding Option divided by the 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
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and the Company's Current Reports on Form 8-K filed January 9,
1998 (amending Form 8-K filed on February 13, 1996), January 16, 1998, January
23, 1998, February 13, 1998, February 23, 1998, April 1, 1998, May 1, 1998 and
May 19, 1998;
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(c) The information contained in the Company's Proxy Statement, dated
January 12, 1998, for its annual meeting of stockholders held on February 11,
1998, filed with the Commission on January 13, 1998; 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 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 By-Laws 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 By-Laws further provide that directors, officers and certain other
persons will be indemnified with respect to actions or suits by or in the right
of the Registrant, provided 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
circumstances. The Registrant's By-Laws 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.
Section 145 of the Delaware General Corporation Law provides 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 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.
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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 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
23.05 Consent of Price Waterhouse LLP
23.06 Consent of Price Waterhouse LLP
24.01 Power of Attorney (included on Page II-6 of this Registration
Statement)
99.01 Ticketmaster Group, Inc. Stock Option Agreement, dated December 15,
1993, between Ticketmaster Group, Inc. and Fredric D. Rosen
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 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; and
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(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 25th day of June, 1998.
USA NETWORKS, INC.
By: /s/ Barry Diller
----------------------------
Barry Diller
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor A. Kaufman and Thomas J. Kuhn,
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 on June 25, 1998.
SIGNATURE TITLE
/s/ Barry Diller Chairman of the Board,
- ------------------------------------ Chief Executive Officer and Director
Barry Diller
/s/ Victor A. Kaufman Office of the Chairman, Chief Financial
- ------------------------------------ Officer and Director (Principal Financial
Victor A. Kaufman Officer)
/s/ Michael P. Durney Controller (Chief Accounting Officer)
- ------------------------------------
Michael P. Durney
/s/ Paul G. Allen Director
- ------------------------------------
Paul G. Allen
/s/ Frank J. Biondi Director
- ------------------------------------
Frank J. Biondi, Jr.
/s/ Edgar Bronfman Director
- ------------------------------------
Edgar Bronfman, Jr.
/s/ James G. Held Director
- ------------------------------------
James G. Held
/s/ Robert W. Matschullat Director
- ------------------------------------
Robert W. Matschullat
/s/ Samuel Minzberg Director
- ------------------------------------
Samuel Minzberg
/s/ William D. Savoy Director
- ------------------------------------
William D. Savoy
/s/ H. Norman Schwarzkopf Director
- ------------------------------------
H. Norman Schwarzkopf
/s/ Richard E. Snyder Director
- ------------------------------------
Richard E. Snyder
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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 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
23.05 Consent of Price Waterhouse LLP
23.06 Consent of Price Waterhouse LLP
24.01 Power of Attorney (included on Page II-6 of this Registration
Statement)
99.01 Ticketmaster Group, Inc. Stock Option Agreement, dated December 15,
1993, between Ticketmaste Group, Inc. and Fredric D. Rosen