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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KING WORLD PRODUCTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2565808
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1700 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
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KING WORLD PRODUCTIONS, INC.
1995 AMENDED AND RESTATED
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(Full title of the Plan)
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Stephen W. Palley
Executive Vice President
and Chief Operating Officer
King World Productions, Inc.
1700 Broadway
New York, New York 10019
(Name and address of agent for service)
(212) 315-4000
(Telephone number, including area code, of agent for service)
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Copies to:
MARK J. TANNENBAUM, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
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Common Stock, $.01 par value 3,000,000 shs. $35.875 $107,625,000 $37,112.07
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(1) Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the New York Stock Exchange on August
23, 1996.
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EXPLANATORY NOTE
This Registration Statement has been prepared in accordance
with the requirements of Form S-8 under the Securities Act of 1933, as amended
(the "Act") to register shares of common stock, $.01 par value ("Common Stock")
of King World Productions, Inc. (the "Registrant") issuable pursuant to the
Registrant's and its subsidiaries' 1995 Amended and Restated Stock Option and
Restricted Stock Purchase Plan (the "Plan").
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus to be delivered pursuant to this Registration Statement
will be a combined prospectus relating to (i) the shares registered hereunder,
(ii) the remaining unsold shares registered under Registration Statement No. 33-
30694, and (iii) the remaining unsold shares registered under Registration
Statement 33-54691. This Registration Statement also constitutes Post-Effective
Amendment No. 1 to Registration Statement No. 33-30694 and Post-Effective
Amendment No. 1 to Registration Statement No. 33-54691. The Post- Effective
Amendments shall become effective upon filing in accordance with Section 8(c) if
the Securities Act of 1933 and Rule 464 promulgated thereunder.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Act, an information
statement containing the information specified in Part I of this Form S-8 (an
"Information Statement") will be distributed to participants under the Plan.
Each Information Statement, taken together with the documents incorporated by
reference herein pursuant to Item 3 of Part II below, constitutes a prospectus
meeting the requirements of Section 10(a) of the Act pursuant to Rule 428(a)(1)
under the Act, and each Information Statement is hereby incorporated by
reference in this Registration Statement.
Under cover of this Form S-8 is a reoffer prospectus prepared
in accordance with Part I of Form S-3 under the Act (the "Reoffer Prospectus").
The Reoffer Prospectus may be utilized for reofferings and resales of up to
3,458,638 shares of Common Stock acquired by selling stockholders through
participation in the Plan.
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REOFFER PROSPECTUS
KING WORLD PRODUCTIONS, INC.
3,458,638 SHARES
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") relates to the
offering by certain selling stockholders (the "Selling Stockholders") of King
World Productions, Inc. (the "Company") who may be deemed "affiliates" of the
Company (as such term is defined in Section 405 of the Securities Act of 1933,
as amended (the "Act")), of 3,458,638 shares of common stock, $.01 par value
("Common Stock") of the Company, which may be acquired by them pursuant to the
exercise of options granted to them pursuant to the Company's and its
Subsidiaries' 1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan (the "Plan").
Selling Stockholders may, from time to time, offer all or part
of the shares acquired by them pursuant Awards made by the Company under the
Plan on the over-the-counter market or such national securities exchange upon
which the Common Stock is traded at the time of such sales, at prices prevailing
at the time of such sales, or in negotiated transactions. The Company will pay
all expenses in preparing and reproducing the Registration Statement of which
this Prospectus is a part, but will not receive any part of the proceeds of any
sales of such shares. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Stockholders will pay the
brokerage commissions charged to sellers in connection with such sales. See
"Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. On
August 23, 1996, the closing price of the Common Stock was $35.875 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or make
any representation in connection with this offering other than is contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or any Selling
Stockholder. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security offered hereby in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
However, if any material change occurs while this Prospectus is required by law
to be delivered, this Prospectus will be amended or supplemented accordingly.
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The date of this Prospectus is September 3, 1996.
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TABLE OF CONTENTS
Available Information.................................................. 1
The Company............................................................ 2
Use of Proceeds........................................................ 2
Selling Stockholders................................................... 2
Plan of Distribution................................................... 4
Incorporation of Certain Documents by Reference........................ 4
Validity of the Shares................................................. 4
Experts................................................................ 5
Other Matters.......................................................... 5
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the "Registration
Statement") under the Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement. For further information, reference is made to the
Registration Statement and to the exhibits filed therewith. Each statement made
in this Prospectus referring to a document filed as an exhibit to the
Registration Statement or incorporated herein by reference is qualified by
reference to such document.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected and
copied at public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., in Washington, D.C., and at the Commission's Regional
Offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Suite 1400, 500 West Madison Street, 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 of the Company is listed on the New York
Stock Exchange. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company will promptly furnish, without charge, to each
person to whom this Prospectus is delivered, upon written request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into such information).
Requests for such copies should
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be directed to Steven A. LoCascio, King World Productions, Inc., c/o King World
Corporation, 830 Morris Turnpike, Short Hills, New Jersey 07078.
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THE COMPANY
The Company was incorporated in October 1984 under the laws of
the State of Delaware and is the successor to a corporation incorporated in 1964
under the laws of the State of New Jersey to distribute or syndicate feature
length films and television programs to television stations. The Company
currently distributes first-run syndicated television programming to television
stations throughout the United States, in Canada and in a number of other
foreign countries.
The Company's revenues are currently derived primarily from
licenses to distribute The Oprah Winfrey Show, Wheel of Fortune, and Jeopardy!;
and Inside Edition, a first-run syndicated series produced and distributed by
the Company.
The Company distributes The Oprah Winfrey Show pursuant to an
agreement with Harpo, Inc., the producer of the series. The Company introduced
The Oprah Winfrey Show in national television syndication in the 1986-1987
television season and has served as the exclusive distributor of the series
since such time. The Company distributes Wheel of Fortune and Jeopardy! pursuant
to agreements with Columbia TriStar Television (formerly Merv Griffin
Enterprises).
The Company's corporate headquarters are located at 1700
Broadway, New York, New York 10019, telephone number (212) 315-4000.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Stockholders. The Company will not receive any proceeds from sales of
Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders consist of officers and directors
(including non-employee directors) of the Company. Such Selling Stockholders may
offer up to an aggregate 3,458,638 shares of Common Stock which may be acquired
by them pursuant to the exercise of options granted to them under the Plan.
There is no assurance that any of the Selling Stockholders will sell any or all
of the Common Stock offered by them hereunder. As of August 23, 1996, an
aggregate 3,843,684 options have been granted to the Selling Stockholders
pursuant to the Plan, of which, as of such date, the 3,458,638 options remain
outstanding and an aggregate 202,638 options have vested and are fully
exercisable.
The following table sets forth: (i) the name and position of
each of the Selling Stockholders, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder as of August 23, 1996, (iii) the
number of shares of Common Stock that may be offered and sold by each Selling
Stockholder pursuant to this Prospectus and (iv) the amount and percentage of
the Common Stock to be owned by each Selling Stockholder after completion of
this offering. The inclusion in the table of the individuals named therein shall
not be deemed to be an admission that any such individuals are "affiliates" of
the Company.
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Shares Owned
Shares Owned After Offering(1)
as of Shares -----------------
Name and Position August 23, 1996(2) Offered Number Percentage
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Roger King 3,524,900(3) 1,500,000 2,024,900(3) 5.40%
Chairman of
the Board and
Director
Michael King 3,658,150(4) 1,500,000 2,158,150(4) 5.75%
President and
Chief Executive
Officer and
Director
Stephen W. Palley 298,000 250,000 48,000 *
Executive Vice
President and
Chief Operating
Officer
Steven R. Hirsch 112,000 112,000 0 *
President, Camelot
Entertainment
Sales, Inc.
Steven A. LoCascio 62,000 62,000 0 *
Interim Chief
Financial Officer
and Controller
James M. Rupp 17,868 12,138 5,730 *
Director
Joel Chaseman 22,500 22,500 0 *
Director
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* Less than 1%.
(1) Assuming all shares that may be offered hereby are sold and based on
37,292,145 shares outstanding on August 23, 1996, as well as shares of
Common Stock underlying options granted to each selling stockholder
under the Plan, whether or not exercisable as of, or within 60 days of,
August 23, 1996.
(2) Includes shares of Common Stock underlying options granted to the
Selling Stockholders under the Plan, whether or not exercisable as of,
or within 60 days of, August 23, 1996.
(3) Includes 240,000 shares issuable upon exercise of currently exercisable
stock options granted to Mr. King under the Company's Incentive Equity
Compensation Plan for Senior Executives, and excludes 5,750 shares held
by Mrs. Roger King.
(4) Includes 240,000 shares issuable upon exercise of currently exercisable
stock options granted to Mr. King under the Company's Incentive Equity
Compensation Plan for Senior Executives, and excludes 600 shares of
Common Stock held by Mrs. Michael King in trust for the benefit of her
nephews.
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PLAN OF DISTRIBUTION
Selling Stockholders may, from time to time, offer all or part
of the shares acquired by them pursuant Awards made by the Company under the
Plan on the over-the-counter market or such national securities exchange upon
which the Common Stock is traded at the time of such sales, at prices prevailing
at the time of such sales, or in negotiated transactions. The Company will pay
all expenses in preparing and reproducing the Registration Statement of which
this Prospectus is a part, but will not receive any part of the proceeds of any
sales of such shares. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Stockholders will pay the
brokerage commissions charged to sellers in connection with such sales.
The Company and the Selling Stockholders may enter into
customary agreements concerning indemnification and the provision of information
in connection with the sale of the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the twelve
months ended August 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 1995.
3. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended February 29, 1996.
4. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1996.
5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 29, 1996.
6. "Description of the Company's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commission on
August 22, 1986 pursuant to Section 12 of the Exchange Act, and "Description of
Capital Stock" contained in the Registration Statement of the Company on Form
S-1 (No. 33-8357).
All reports subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act prior to the termination of the
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.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard & Kristol,
45 Rockefeller Plaza, New York, New York 10111.
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EXPERTS
The consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended August 31, 1995,
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report 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 report.
OTHER MATTERS
The Company's Restated Certificate of Incorporation limits the
personal liability of directors to the Company or its stockholders for monetary
damages for breaches of fiduciary duty, as directors, except for liability for
any breach of directors' duty of loyalty to the Company or its stockholders, or
acts or omissions not in good faith or which involve intentional misconduct or
violation of law under Section 174 of the Delaware General Corporation Law, or
any transaction from which a director derived an improper personal benefit. This
provision of the Company's Restated Certificate of Incorporation is consistent
with the Delaware General Corporation Law, which permits Delaware corporations
to include in their certificates of incorporation a provision limiting
directors' liability for monetary damages for certain breaches of their
fiduciary duties as directors.
The Company's By-laws provide for indemnification of officers,
directors and employees of the Company to the fullest extent permitted by the
Delaware General Corporation Law. Under the Delaware General Corporation Law,
directors and officers as well as other employees and individuals may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action")
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and that the Delaware General Corporation Law requires court approval
before there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.
The Company also maintains agreements with each of its
directors requiring the Company to maintain in effect policies of directors' and
officers' liability insurance in specified minimum amounts, or, in lieu thereof,
to hold harmless and indemnify the director to the full extent of the coverage
that would otherwise have been required to be provided pursuant to the
agreement. In addition, the agreements require the Company to hold harmless and
indemnify the director, to the full extent permitted by the Delaware General
Corporation Law or any other statutory provisions authorizing or permitting
indemnification of directors, from and against any losses suffered or incurred
by the director in excess of the amounts reimbursed under the Company's
directors' and officers liability insurance policy or the indemnity provided in
lieu thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the Company's By-laws, the Delaware General
Corporation Law or agreements between the Company and its officers, directors
and controlling persons, 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the twelve
months ended August 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended November 30, 1995.
3. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended February 29, 1996.
4. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 1996.
5. The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended February 29, 1996.
6. "Description of Registrant's Securities to be Registered"
contained in the Registration Statement on Form 8-A filed with the Commission on
August 22, 1986 pursuant to Section 12 of the Exchange Act, and "Description of
Capital Stock" contained in the Registration Statement of the Company on Form
S-1 (No. 33-8357).
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof 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 purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is incorporated or 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 a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation limits
the personal liability of directors to the Registrant or its stockholders for
monetary damages for breaches of fiduciary duty, as directors, except for
liability for any breach of directors' duty of loyalty to the Registrant or its
stockholders, or acts or omissions not in good faith or which involve
intentional misconduct or violation of law under Section 174 of the Delaware
General Corporation Law, or any transaction from which a director derived an
improper personal benefit. This provision of Registrant's Restated Certificate
of Incorporation is consistent with the Delaware General Corporation Law, which
permits Delaware corporations to include in their certificates of incorporation
a provision limiting directors' liability for monetary damages for certain
breaches of their fiduciary duties as directors.
The Registrant's By-laws provide for indemnification of
officers, directors and employees of the Registrant to the fullest extent
permitted by the Delaware General Corporation Law. Under the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the Registrant and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of care is applicable in
the case of derivative actions, except that indemnification extends only to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and that the Delaware General Corporation Law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the
Registrant.
The Registrant also maintains agreements with each of its
directors requiring the Registrant to maintain in effect policies of directors'
and officers' liability insurance in specified minimum amounts, or, in lieu
thereof, to hold harmless and indemnify the director to the full extent of the
coverage that would otherwise have been required to be provided pursuant to the
agreement. In addition, the agreements require the Registrant to hold harmless
and indemnify the director, to the full extent permitted by the Delaware General
Corporation Law or any other statutory provisions authorizing or permitting
indemnification of directors, from and against any losses suffered or incurred
by the director in excess of the amounts reimbursed under the Registrant's
directors' and officers liability insurance policy or the indemnity provided in
lieu thereof.
See "Item 9, Undertakings" for a description of the
Commission's position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1. Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement No. 2- 93987).
4.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.3 to the Registrant's Registration Statement No.
33-8357).
4.3. Registrant's By-laws, as amended April 28, 1988 (incorporated
by reference to Exhibit 3.3 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 31, 1993).
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
10.1 1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant.
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on signature page hereto).
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING
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;
(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 this
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
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 15(d) of the Securities Act of 1934 that are incorporated by
reference in the registration statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, 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.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 this
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) INDEMNIFICATION. Insofar as indemnification for
liabilities arising under the Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
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 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 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 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 3RD DAY OF
SEPTEMBER 1996.
KING WORLD PRODUCTIONS, INC.
By/s/ Stephen W. Palley
----------------------------------------------------
Stephen W. Palley
Executive Vice President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS STEPHEN W. PALLEY AND JONATHAN
BIRKHAHN, AND EACH OF THEM, OR ANY ONE OF THEM, HIS OR HER TRUE AND LAWFUL
ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION,
FOR AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN
ANY OR ALL AMENDMENTS TO THIS REGISTRATION STATEMENT AND TO FILE THE SAME, WITH
ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS, AND EACH OF THEM, OR ANY OF THEM, FULL POWER AND AUTHORITY TO DO AND
PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND
ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR
COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEYS-IN-FACT AND AGENTS, AND EACH OR ANY OF THEM OR HIS OR THEIR SUBSTITUTE
OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Michael King President and Director September 3, 1996
- -------------------------- (Principal Executive Officer)
Michael King
/s/ Roger King Director September 3, 1996
Roger King
/s/ Stephen W. Palley Director September 3, 1996
- --------------------------
Stephen W. Palley
/s/ Diana King Director September 3, 1996
- --------------------------
Diana King
15
/s/ Richard King Director September 3, 1996
- --------------------------
Richard King
/s/ Ronald S. Konecky Director September 3, 1996
- --------------------------
Ronald S. Konecky
/s/ James M. Rupp Director September 3, 1996
- --------------------------
James M. Rupp
/s/ Joel Chaseman Director September 3, 1996
- --------------------------
Joel Chaseman
/s/ Steven A. LoCascio Interim Chief Financial Officer September 3, 1996
- -------------------------- (Principal Financial Officer)
Steven A. LoCascio
/s/ Steven A. LoCascio Vice President and Controller September 3, 1996
- -------------------------- (Principal Accounting Officer)
Steven A. LoCascio
16
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1. Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement No. 2-93987).
4.2. Certificate of Amendment to the Registrant's Restated
Certificate of Incorporation (incorporated by reference to
Exhibit 3.3 to the Registrant's Registration Statement No.
33-8357).
4.3. Registrant's By-laws, as amended April 28, 1988 (incorporated
by reference to Exhibit 3.3 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended August 31, 1993).
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with
respect to the legality of the securities being registered.
10.1 1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan of the Registrant.
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol
(included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on signature page).