As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-53951
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
SPELLING ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0862100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
----------------------
SPELLING ENTERTAINMENT GROUP INC. 1994 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Sally Suchil, Esq.
Senior Vice President - General Counsel, Secretary and Administration
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Los Angeles, California 90036
(213) 965-5700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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. [X]
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Each Class of Securities to Amount to be Proposed Proposed Maximum Amount of
be Registered Registered/(1)/ Offering Price Per Share Aggregate Offering Price Registration Fee
- - ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 9,500,000 $--- /(3)/ $40,612,312 /(3)/ $11,981 /(3)/
Common Stock, $.001 par value 9,500,000 /(2)/ $--- /(3)/ $40,612,312 /(3)/ $ --- /(4)/
- - ----------------------------------------------------------------------------------------------------------------------------------
Total $11,981
===================================================================================================================================
/(1)/ Represents the maximum amount of shares issuable as of the date of this
Post-Effective Amendment.
/(2)/ Represents the same shares described on the line above, which may be
resold by the holders of options issued or issuable under the Spelling
Entertainment Group Inc. 1994 Stock Option Plan.
/(3)/ Represents the registration fee payable only with respect to the
additional 5,000,000 shares that are being registered hereby; the proposed
offering price per share, proposed maximum aggregate offering price and
the registration fee were based, for the 2,525,375 shares subject to
currently outstanding stock options, on the maximum exercise price of
$7.875 per share, and, for the remaining 2,474,625 shares, on the average
of the high and low prices on February 20, 1998 as reported on the New
York Stock Exchange tape.
/(4)/ Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares that are
being registered hereby upon their initial issuance pursuant to the
Spelling Entertainment Group Inc. 1994 Stock Option Plan.
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INTRODUCTORY STATEMENT
A Registration Statement on Form S-8 (No. 33-53951) (the "Registration
Statement") was filed on June 2, 1994 to register 4,500,000 shares of Common
Stock of Spelling Entertainment Group Inc. (the "Company") that may be issued
upon the exercise of options to be granted under the Spelling Entertainment
Group Inc. 1994 Stock Option Plan (the "Plan"). This Post-Effective Amendment
No. 1 (the "Amendment") is being filed as an amendment to the Registration
Statement to register an additional 5,000,000 shares of Common Stock that may be
issued upon the exercise of options to be granted under the Plan pursuant to the
approval by the shareholders of the Company of an increase in the number of
authorized shares of Common Stock of the Company that may be issued pursuant to
the Plan. The amended Plan is included as an exhibit to this Amendment.
This Amendment also contains a reoffer prospectus covering up to 9,500,000
shares of Common Stock of the Company that may be acquired pursuant to the terms
of the Plan by certain officers and directors of the Company who may be deemed
to be affiliates of the Company (the "Selling Shareholders"), and who may sell
all or a portion of the shares of Common Stock issued upon the exercise of
options granted under the Plan.
SPELLING ENTERTAINMENT GROUP INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
Cross-Reference Sheet Showing Location in Reoffer Prospectus
of Information Required by Items in Part I of Form S-3
Form S-3 Registration Statement
Item and Heading Heading in Prospectus
-------------------------------------------------- ------------------------------------
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus............................. Facing Page; Cross Reference Sheet;
Outside Front Cover Page of
Prospectus; Additional Information
2. Inside Front and Outside Back Cover Pages of
Prospectus......................................................... Inside Front and Outside Back Cover
Pages of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.......................................... The Company; Not Applicable
4. Use of Proceeds.................................................... Use of Proceeds
5. Determination of Offering Price.................................... Outside Front Cover Page of Prospectus
6. Dilution........................................................... Not Applicable
7. Selling Security Holders........................................... Selling Shareholders
8. Plan of Distribution............................................... Outside and Inside Front Cover
Pages of Prospectus; Plan of Distribution
9. Description of Securities to be Registered......................... Outside Front Cover Page of Prospectus
10. Interests of Named Experts and Counsel............................. Legal Matters; Experts
11. Material Changes................................................... Not Applicable
12. Incorporation of Certain Information by
Reference.......................................................... Incorporation of Certain
Information by Reference
13. Disclosure of Commission's Position on
Indemnification for Securities Act Liabilities..................... Not Applicable
PART I
PROSPECTUS
SPELLING ENTERTAINMENT GROUP INC.
COMMON STOCK, $.001 PAR VALUE
This Prospectus covers up to 9,500,000 shares (the "Shares") of common
stock, $.001 par value (the "Common Stock"), of Spelling Entertainment Group
Inc., a Delaware corporation (the "Company"). The Shares have been or may be
acquired by certain officers and directors (the "Selling Shareholders"), who may
be deemed to be affiliates of the Company, pursuant to the terms of the Spelling
Entertainment Group Inc. 1994 Stock Option Plan (the "Plan"). The Company will
receive no part of the proceeds of sales by such persons. All expenses incurred
in connection with this offering will be borne by the Company.
The Company has been advised by the Selling Shareholders that they may sell
all or a portion of the Shares offered hereby from time to time on the U.S.
securities exchanges on which the Common Stock is traded at prices prevailing at
the time of such sales. The Selling Shareholders may also make private sales at
negotiated prices directly or through a broker or brokers. The Selling
Shareholders and any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), in which event
commissions received by any such broker may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") and the Pacific Exchange ("PE").
____________________
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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________
The date of this Prospectus is ____ __, 1998.
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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements, and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Commission also maintains a Web site at http://www.sec.gov that contains all
electronically filed reports, proxy and information statements and other
information regarding the Company. In addition, material filed by the Company
can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 and at the PE, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company has filed with the Commission a Registration Statement on Form
S-8, SEC File No. 33-53951 (the "Registration Statement") under the Act with
respect to the Shares offered hereby. The contents of the Registration
Statement are hereby incorporated herein by reference.
The following documents and any amendments thereto filed by the Company
with the Commission under the Exchange Act are incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997;
(c) The Company's Proxy Statement dated April 11, 1997 with respect to its
Annual Meeting of Shareholders held on May 21, 1997;
(d) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996; and
(e) A description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under Section 12 of the Exchange
Act, dated April 17, 1972.
All documents and any amendments thereto subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part of this
Prospectus from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
-2-
Prospectus, or in any other subsequently filed document which is also
incorporated by reference, modifies or replaces such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all information incorporated by reference in this
Prospectus. Requests for such copies should be directed to Sally Suchil, Senior
Vice President-General Counsel, Secretary and Administration, Spelling
Entertainment Group Inc. (i) if by telephone to (213) 965-5700 and (ii) if by
mail to 5700 Wilshire Boulevard, Los Angeles, California 90036.
THE COMPANY
Spelling Entertainment Group Inc. (the "Company" or the "Registrant") is a
producer and distributor of television series, mini-series, movies-for-
television, and feature films (collectively referred to hereinafter as
"entertainment product"). The Company has an extensive library of entertainment
product, which it distributes worldwide. The Company also licenses and
otherwise exploits ancillary rights in entertainment product, such as music and
merchandising rights. The Company's principal operating subsidiaries include:
Spelling Television Inc.; Big Ticket Television Inc.; Spelling Films Inc.;
Republic Entertainment Inc.; Worldvision Enterprises, Inc.; and Hamilton
Projects, Inc.
On February 20, 1997 the Company announced its intention to dispose of
Virgin Interactive Entertainment Limited ("VIE") which produces and markets
interactive video games. VIE is presented as a discontinued operation in the
Company's financial statements.
The Company was incorporated in Delaware on April 6, 1995. The business of
the Company was previously conducted by Spelling Entertainment Group Inc., a
Florida corporation (the "Florida Corporation"). On May 26, 1995 the Florida
Corporation merged into the Company. Such merger did not involve any change in
the business, properties or management of the Company.
As used herein, the terms "Company" and "Registrant" refer to Spelling
Entertainment Group Inc. and its subsidiaries and affiliates unless otherwise
noted. The Company's principal executive offices are located at 5700 Wilshire
Boulevard, Los Angeles, California 90036 (telephone: (213) 965-5700).
USE OF PROCEEDS
If any of the Shares are resold by the Selling Shareholders, the Company
would receive no proceeds from any such sale. The Shares would be offered for
the respective accounts of the Selling Shareholders.
SELLING SHAREHOLDERS
The Selling Shareholders will be officers or directors of the Company or
other persons who might be deemed affiliates of the Company as defined in Rule
405 under the Securities Act. A Prospectus supplement will be prepared setting
forth the names of the Selling Shareholders and other required information as
such information becomes available.
-3-
NUMBER OF
NAME OF SHARES
BENEFICIAL BENEFICIALLY SHARES TO SHARES TO BE BENEFICIALLY
OWNER OWNED /(1)//(2)/ BE SOLD OWNED AFTER SALE /(1)/
----------- ------------- --------- -----------------------
NUMBER PERCENT /(3)/
-------- -------
- - ------------------------
/(1)/ Unless otherwise indicated, each individual has sole voting and investment
power with respect to all Shares owned by such individual.
/(2)/ Shares shown in this column include shares of Common Stock currently
owned, Shares issuable pursuant to presently exercisable options and
Shares issuable pursuant to options which are exercisable within 60 days
of the date of this Prospectus.
/(3)/ Based upon 91,030,567 shares of Common Stock outstanding as of February
17, 1998 plus shares of Common Stock issuable pursuant to options held by
the particular Selling Shareholder. Percentages shown after sale are
based upon all Shares registered hereunder being sold.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend
to sell all or a portion of the shares offered hereby from time to time on the
NYSE or the PE and that sales will be made at prices prevailing at the times of
such sales. The Selling Shareholders may also make private sales directly or
through a broker or brokers. The Selling Shareholders will be responsible for
payment of any and all commissions to brokers, which will be negotiated on an
individual basis. In connection with any sales, any brokers participating in
such sales may be deemed to be underwriters within the meaning of the Securities
Act.
The Company has informed the Selling Shareholders that the anti-
manipulative rules set forth in Regulation M of the Exchange Act may apply to
their sales in the market and has furnished each Selling Shareholder with a copy
of said Regulation.
There is no assurance that any of the Selling Shareholders will sell any or
all of the shares of Common Stock offered by them.
The Company will pay all expenses incident to the offering and sale of the
Common Stock to the public other than brokerage commissions which will be paid
by the Selling Shareholders.
-4-
LEGAL MATTERS
Sally Suchil, Esq., Senior Vice President-General Counsel, Secretary and
Administration to the Company, has rendered an opinion stating that under
applicable state law the shares of Common Stock to which the Prospectus relates
will be, when issued, validly issued, fully paid and nonassessable. Ms. Suchil
holds options to acquire 105,000 shares of Common Stock as of February 17, 1998,
and is a participant in the Company's 401(k) Plan pursuant to which matching
contributions by the Company are made in Common Stock.
EXPERTS
The consolidated financial statements as of December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31, 1996 are
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, in reliance upon the report of
Price Waterhouse LLP, independent accountants, incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.
-5-
================================================================== ===========================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN
CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
(INCLUDING ANY PROSPECTUS SUPPLEMENT) IN CONNECTION WITH THE OFFER
MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS SPELLING ENTERTAINMENTS GROUP, INC.
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY,
BY ANY UNDERWRITER OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS
(INCLUDING ANY PROSPECTUS SUPPLEMENT) DOES NOT CONSTITUTE AN OFFER
OR A SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE CIRCUMSTANCES OF THE COMPANY OR THE FACTS HEREIN 9,500,000 SHARES OF COMMON STOCK
SET FORTH SINCE THE DATE HEREOF. $.001 PAR VALUE
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TABLE OF CONTENTS
Page
----
Available Information............................ 2
Incorporation of Certain
Information by Reference........................ 2
The Company...................................... 3
Use of Proceeds.................................. 3
Selling Shareholders............................. 3
Plan of Distribution............................. 4 -------------------------------
Legal Matters.................................... 5 PROSPECTUS
Experts.......................................... 5 -------------------------------
----------
SPELLING ENTERTAINMENT GROUP INC. HAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, WASHINGTON, D.C., A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 WITH RESPECT TO THE SHARES OFFERED
HEREBY.
THIS PROSPECTUS OMITS CERTAIN INFORMATION CONTAINED IN THE -----------, 1998
REGISTRATION STATEMENT. THE INFORMATION OMITTED MAY BE OBTAINED
FROM THE SECURITIES AND EXCHANGE COMMISSION UPON PAYMENT OF THE
REGULAR CHARGE THEREFOR.
=================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, and any amendments thereto, filed by Spelling
Entertainment Group Inc. (the "Company" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
filing such documents.
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996; and
(c) a description of the Company's Common Stock, $.001 par value (the
"Common Stock"), contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the purpose
of updating such restriction.
All documents and any amendments thereto subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part of this
Registration Statement from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
is also incorporated by reference, modifies or replaces such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Sally Suchil, Esq., Senior Vice President - General Counsel, Secretary and
Administration of the Company has rendered an opinion stating that under
applicable state law the shares of Common Stock to which the Registration
Statement relates will be, when issued, validly issued, fully paid and
nonassessable. Ms. Suchil holds options to acquire 105,000 shares of Common
Stock as of February 17, 1998, and is a participant in the Company's 401(k) Plan
pursuant to which matching contributions by the Company are made in Common
Stock.
II-1
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under the Delaware General Corporation Law (the "Delaware Law"), the
Registrant has broad powers to indemnify its directors, officers, employees and
agents against expenses (including attorneys' fees and disbursements) and any
liability or loss that they may incur in such capacities. The Registrant's
Certificate of Incorporation (the "Certificate") provides that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
Delaware law. Persons who are not directors or officers of the Registrant may
be similarly indemnified in respect of service to the Registrant, or to any
other entity at the request of the Registrant, to the extent that the Board of
Directors at any time specifies that such persons are entitled to the benefits
provided by the Certificate.
The Certificate permits indemnification whether the basis of a proceeding
is an alleged action in the official capacity or in any other capacity while
serving as an officer or director. The Certificate is limited, however, by
reference to the Delaware Law, which specifically limits indemnification in the
case of derivative suits (suits brought in the name of and on behalf of the
Registrant) to the payment of expenses if the person acted in good faith and in
a manner such person believed to be in or not opposed to the best interests of
the Registrant. If a person is adjudged liable to the Registrant in a
derivative suit (but not in other suits), no indemnification payments may be
made unless a court determines otherwise.
The Certificate provides that expenses are to be advanced prior to the
final disposition of a proceeding upon the receipt by the Registrant of a
satisfactory undertaking that the director or officer will repay such advance if
he or she is ultimately found not to be entitled to indemnification. The
Certificate also provides that the right to indemnification under the
Certificate is not an exclusive right; therefore, the Registrant may provide
other indemnification, if appropriate. The right to indemnity and to receive
advances continues as to a director or officer after such person has ceased to
hold office with the Registrant.
The Certificate further permits the Registrant, as provided in the Delaware
Law, to purchase directors' and officers' liability insurance. The Registrant
may also establish a trust fund to ensure payments of indemnification claims.
The indemnification rights provided by the Certificate are contract rights which
may not be eliminated by the Registrant after the fact. The Certificate permits
a person entitled to indemnity to bring an action in court to obtain such
indemnity and provides that, in any such suit, the court will not be bound by a
decision of the Board of Directors, independent counsel or shareholders that
such person is not entitled to indemnification.
Furthermore, the Certificate, in general, eliminates the personal liability
of each of the directors of the Registrant (but not a director acting in another
capacity, such as an officer or employee) to the Registrant or its shareholders
for monetary damages for breach of a director's fiduciary duty of care. Except
as described below, the effect of such provisions is to protect directors for
all of their business decisions, including those later found by a court to have
been negligent or grossly negligent. It does not eliminate or limit, however,
the liability of a director for (i) a breach of such director's duty of loyalty
to the Registrant or its shareholders; (ii) acts or omissions not in good faith;
(iii) acts or omissions which involve intentional misconduct or a knowing
violation of law; (iv) willful or negligent conduct in connection with the
payment of illegal dividends, or unlawful stock repurchases or redemptions; or
(v) any transaction from which such director derives an improper personal
benefit.
II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
2.1 Certificate of Merger merging Spelling Entertainment Group Inc. with
and into Spelling Merger Corporation (incorporated by reference to
Exhibit 2.1 to Registrant's Form 10-K for fiscal year ended December
31, 1995)
3.1 Certificate of Incorporation of Registrant (incorporated by
reference to Spelling Entertainment Group Inc.'s Notice of Annual
Meeting and Proxy Statement dated April 14, 1995)
3.2 Bylaws of Registrant (incorporated by reference to Spelling
Entertainment Group Inc.'s Notice of Annual Meeting and Proxy
Statement dated April 14, 1995)
5.1 Opinion of Counsel*
23.1 Consent of Independent Accountants*
23.2 Consent of Counsel (included in Exhibit 5.1)*
24.1 Powers of attorney (included in the signature page)*
99.1 Spelling Entertainment Group Inc. 1994 Stock Option Plan*
_____________________________
*Filed herewith.
ITEM 9. UNDERTAKINGS.
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 (other than
as provided in the proviso and instructions to Item 512(a) of Regulation S-
K) (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
II-3
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.
(2) To deliver or cause to be delivered with the Prospectus to each
employee, director and consultant to whom the Prospectus is sent or given a
copy of the Registrant's annual report to shareholders for its last fiscal
year, unless such employee, director or consultant otherwise has received a
copy of such report, in which case the Registrant shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee, director or consultant. If the
last fiscal year of the Registrant has ended within 120 days prior to the
use of the Prospectus, the annual report of the Registrant for the
preceding fiscal year may be so delivered, but within such 120 day period
that annual report for the last fiscal year will be furnished to each such
employee, director and consultant.
(3) To transmit or cause to be transmitted to all employees,
directors and consultants participating in the plans who do not otherwise
receive such material as shareholders of the Registrant, at the time and in
the manner such material is sent to its shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.
(4) 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.
(5) 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 each filing of any 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 Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on this 26th day of February, 1998.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Peter H. Bachmann
------------------------------------
Peter H. Bachmann
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter H. Bachmann and Ross G. Landsbaum, and each
of them, his attorney-in-fact, with full power of substitution in any and all
capacities, to sign any additional post-effective 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 said attorneys-in-fact, or their
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
/s/ Sumner M. Redstone Chairman of the Board February 26, 1998
- - ---------------------- of Directors
Sumner M. Redstone
/s/ Aaron Spelling Vice Chairman of the February 26, 1998
- - ----------------------- Board of Directors
Aaron Spelling
/s/ Peter H. Bachmann President February 26, 1998
- - ----------------------- (Principal Executive Officer)
Peter H. Bachmann
II-5
/s/ James J. Miller Vice President and February 26, 1998
- - ----------------------- Controller
James J. Miller (Principal Financial and
Accounting Officer)
/s/ Phillipe P. Dauman Director February 26, 1998
- - -----------------------
Phillipe P. Dauman
/s/ Thomas E. Dooley Director February 26, 1998
- - -----------------------
Thomas E. Dooley
/s/ William N. Haber Director February 26, 1998
- - -----------------------
William N. Haber
/s/ John L. Muething Director February 26, 1998
- - -----------------------
John L. Muething
II-6
EXHIBIT INDEX
SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- - ------ ------- --------
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
99.1 Spelling Entertainment Group Inc.
1994 Stock Option Plan.