AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPELLING ENTERTAINMENT GROUP INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-0862100
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5700 WILSHIRE BOULEVARD,
LOS ANGELES, CALIFORNIA 90036
(213) 965-5700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THOMAS W. HAWKINS,
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ONE BLOCKBUSTER PLAZA
FORT LAUDERDALE, FLORIDA 33301
(305) 832-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
BRYAN D. ROSENBERGER
ECKERT SEAMANS CHERIN & MELLOTT
600 GRANT STREET, 42ND FLOOR
PITTSBURGH, PENNSYLVANIA 15219
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION FEE
BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) (1)
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Common Stock, $.10 par value per share 825,400 shs. $10.06 $8,303,524 $2,864
<FN>
(1) Calculated in accordance with Rule 457(c) on the basis of the average of
the high and low sales prices of the Company's Common Stock on May 4, 1994.
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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PROSPECTUS
825,400 SHARES
SPELLING ENTERTAINMENT GROUP INC.
COMMON STOCK
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The 825,400 shares of common stock, $.10 par value per share (the "Common
Stock"), of Spelling Entertainment Group Inc. (the "Company") covered by this
Prospectus may be issued from time to time by the Company upon the exercise of a
warrant previously granted to The Paragon Group, A California Limited
Partnership ("Paragon"). See "Securities Covered by this Prospectus."
The Common Stock is listed on the New York Stock Exchange under the symbol
"SP." The Common Stock is also listed on the Pacific Stock Exchange. On April
29, 1994, the closing price for the Common Stock, as reported on the New York
Stock Exchange Composite Tape, was $10 5/8.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer of any securities other than the
registered securities to which it relates or an offer to any person in any
jurisdiction where such offer would be unlawful. The delivery of this Prospectus
or any sale of shares of Common Stock offered hereby does not imply that there
has been no change in the Company's affairs since the date hereof.
The date of this Prospectus is May , 1994.
TABLE OF CONTENTS
PAGE
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Available Information................... 2
Documents Incorporated by Reference..... 2
The Company............................. 3
First Quarter 1994 Financial Results.... 3
Securities Covered by this Prospectus... 4
Experts................................. 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information can be inspected and
copied at the offices of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, New York, New York 10048, and 500 West Madison Street, Room 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94194, and
reports, proxy and information statements and other information concerning the
Company can be inspected at such exchanges.
This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
shares offered hereby. Any statements contained herein concerning the provisions
of any document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1993.
2. The Company's Current Report on Form 8-K dated April 26, 1994.
3. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under Section 12 of the Exchange
Act, dated April 17, 1972.
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the termination of this offering, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents. Requests should be made to Spelling
Entertainment Group Inc., Attn: Thomas W. Hawkins, One Blockbuster Plaza, Ft.
Lauderdale, Florida 33301 (telephone (305) 832-3000).
2
THE COMPANY
Spelling Entertainment Group Inc. is a distributor and producer of filmed
entertainment. The Company distributes television programs and feature films
worldwide for television, cable and home video exhibition and holds a library
with programming available both domestically and internationally. Spelling is
also engaged in the development and production of television series,
mini-series, movies-for-television and feature films. In addition, Spelling
distributes theatrical motion pictures to entertainment media in the
international market, produces feature films financed and distributed primarily
by other studios and licenses music and merchandising rights associated with its
television properties. As used in this Prospectus, the term "Company" refers to
Spelling Entertainment Group Inc. and its subsidiaries, unless the context
otherwise requires. The principal executive offices of the Company are located
at 5700 Wilshire Boulevard, Los Angeles, California 90036 (telephone (213)
965-5700).
On April 26, 1994, a wholly-owned subsidiary of the Company merged (the
"Merger") with and into Republic Pictures Corporation ("Republic Pictures"). As
a result of the Merger, Republic Pictures became a wholly-owned subsidiary of
the Company. Republic Pictures is engaged in the development and production of
television programming and the distribution of this programming and its
extensive library of feature films, television movies, mini-series and specials.
In connection with the Merger, each share of the common stock of Republic
Pictures ("Republic Common Stock") outstanding immediately prior to the
effective time of the Merger (the "Effective Time") was converted into the right
to receive $13.00, without interest. Options and warrants to acquire Republic
Common Stock outstanding immediately prior to the Effective Time were converted
into the right to receive, upon payment of the exercise price (as adjusted as
set forth below), 1.6508 shares of Common Stock for each share of Republic
Common Stock into which such option or warrant was exercisable immediately prior
to the Effective Time. The exercise price of such options and warrants was
adjusted by multiplying such exercise price by 0.6058.
FIRST QUARTER 1994 FINANCIAL RESULTS
On April 19, 1994, the Company announced consolidated results of operations
for the three month period ended March 31, 1994. The results of operations,
which are shown below (with comparative figures shown for the three month period
ended March 31, 1993) and which have not been audited by the Company's
independent public accountants, reflect, in the opinion of the Company, all
material adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the results of operations for such periods. The results of
operations for interim periods are not necessarily indicative of results for the
entire year.
THREE MONTHS ENDED
MARCH 31,
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1994 1993
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(IN THOUSANDS,
EXCEPT PER SHARE
DATA)
Revenue............................................................... $ 80,413 $ 50,818
Operating costs and expenses.......................................... 68,262 46,697
Operating income...................................................... 12,151 4,121
Other income (expense), net........................................... (132) (1,508)
Income from continuing operations before income taxes................. 12,019 2,613
Provision for income taxes............................................ (5,165) (1,674)
Income from continuing operations..................................... 6,854 939
Loss from discontinued operations, net................................ -- (5,515)
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Net income (loss)..................................................... $ 6,854 $ (4,576)
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Income (loss) per average common share:
Continuing operations............................................... $ 0.11 $ 0.02
Discontinued operations............................................. -- (0.11)
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Net income (loss) per common share.................................... $ 0.11 $ (0.09)
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3
SECURITIES COVERED BY THIS PROSPECTUS
Prior to the Merger, Paragon held a warrant to purchase 500,000 shares of
Republic Common Stock, which warrant, as a result of the Merger, was converted
into a warrant to purchase 825,400 shares of Common Stock (the "Warrant"). The
825,400 shares of Common Stock covered by this Prospectus may be issued from
time to time by the Company upon the exercise of the Warrant. The Warrant has an
exercise price of $7.5725 per share, is currently exercisable and will remain
exercisable until February 11, 1998. Any proceeds from the exercise of the
Warrant will be added to the Company's working capital. The exercise price of
the Warrant and the number of shares covered thereby adjust proportionately in
the event that the number of outstanding shares of Common Stock is changed as a
consequence of any stock dividend, stock split or combination of shares.
The Company will pay all expenses of preparing and reproducing this
Prospectus.
EXPERTS
The consolidated financial statements of Spelling Entertainment Group Inc.
and subsidiaries as of December 31, 1992 and for each of the two years in the
period ended December 31, 1992 incorporated by reference in this Prospectus and
Registration Statement and included in Spelling Entertainment Group Inc.'s
Annual Report (Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young, Independent Auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
The Consolidated Financial Statements and Schedules of Spelling
Entertainment Group Inc. and subsidiaries as of December 31, 1993 and the
Consolidated Financial Statements of Republic Pictures Corporation and
Subsidiaries as of December 31, 1993 incorporated by reference in the Prospectus
and elsewhere in the Registration Statement have been audited by Arthur Andersen
& Co., independent public accountants, as indicated in their reports with
respect thereto and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
The consolidated financial statements of Republic Pictures Corporation and
subsidiaries as of December 31, 1992 and for each of the two years in the period
ended December 31, 1992 incorporated by reference in this Prospectus and
Registration Statement and included in Spelling Entertainment Group Inc.'s
Current Report on Form 8-K dated April 26, 1994, have been audited by Price
Waterhouse, independent accountants, as indicated in their report thereon and
are incorporated herein by reference in reliance upon the authority of said firm
as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
Securities and Exchange Commission filing fee.......................... $ 2,864.00
New York Stock Exchange listing fee.................................... 2,900.00
Accountant's fees and expenses......................................... 15,000.00
Legal fees and expenses................................................ 5,000.00
Miscellaneous.......................................................... 5,000.00
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Total.......................................................... $ 30,764
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act empowers the
Registrant to indemnify, subject to the standards set forth therein, any person
in connection with any proceeding brought by reason of the fact that he is or
was a director, officer, employee or agent of the Registrant (or served at the
request of the Registrant in certain similar capacities with other entities).
Article XI of the Registrant's Bylaws provide for the indemnification by the
Registrant of each director, officer, employee or agent of the Registrant to the
full extent permitted by Florida law.
The Registrant has entered into indemnification agreements with its
directors and officers.
ITEM 16. EXHIBITS.
NUMBER AND DESCRIPTION OF EXHIBIT
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Articles of Incorporation of the Registrant, as amended (incorporated
3(i) by reference to Exhibit 3(i) of the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).
Bylaws of the Registrant, as amended (incorporated by reference to
3(ii) Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993).
5 Opinion of legal counsel (including consent).
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Ernst & Young.
23.3 Consent of Price Waterhouse.
23.4 Consent of legal counsel (included in Exhibit 5).
ITEM 17. UNDERTAKINGS.
The 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;
(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;
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed 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.
(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.
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on May 10, 1994.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ STEVEN R. BERRARD
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Steven R. Berrard
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ H. WAYNE HUIZENGA
------------------------------------------- Chairman of the Board May 10, 1994
H. Wayne Huizenga of Directors
/s/ AARON SPELLING
------------------------------------------- Vice Chairman of the Board May 10, 1994
Aaron Spelling of Directors
/s/ STEVEN R. BERRARD President, Chief Executive
------------------------------------------- Officer and Director May 10, 1994
Steven R. Berrard (Principal Executive Officer)
Senior Vice President,
/s/ THOMAS P. CARSON Treasurer and Chief
------------------------------------------- Financial Officer May 10, 1994
Thomas P. Carson (Principal Financial Officer)
/s/ KATHLEEN COUGHLAN Vice President and
------------------------------------------- Corporate Controller May 10, 1994
Kathleen Coughlan (Principal Accounting Officer)
/s/ JOHN T. LAWRENCE
------------------------------------------- Director May 10, 1994
John T. Lawrence
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SIGNATURE TITLE DATE
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/s/ S. CRAIG LINDNER
------------------------------------------- Director May 10, 1994
S. Craig Lindner
/s/ ALFRED W. MARTINELLI
------------------------------------------- Director May 10, 1994
Alfred W. Martinelli
/s/ JOHN L. MUETHING
------------------------------------------- Director May 10, 1994
John L. Muething
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SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
NUMBER AND DESCRIPTION OF EXHIBIT
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3(i) Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(i) of
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993)
3(ii) Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3(ii) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993)
5 Opinion of legal counsel (including consent)
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Ernst & Young
23.3 Consent of Price Waterhouse
23.4 Consent of legal counsel (included in Exhibit 5)