As filed with the Securities and Exchange Commission on May 9, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIN TV CORP.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 05-0501252
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
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FOUR RICHMOND SQUARE, SUITE 200
PROVIDENCE, RHODE ISLAND 02906
(Address of Registrant's Principal Executive Offices)
1998 PHANTOM STOCK PLAN
1998 STOCK OPTION PLAN
2002 EMPLOYEE STOCK PURCHASE PLAN
2002 STOCK PLAN
SUNRISE TELEVISION CORP. 2002 STOCK OPTION PLAN
(Full Title of the Plans)
GARY R. CHAPMAN
CHIEF EXECUTIVE OFFICER
FOUR RICHMOND SQUARE, SUITE 200
PROVIDENCE, RHODE ISLAND 02906
(Name and Address of Agent For Service)
(401) 454-2880
Telephone Number, Including Area Code, of Agent For Service
Copies to:
ROD D. MILLER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per share 5,832,759 $22.00 128,320,698 $11,805.50
===============================================================================================================================
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(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan(s)
described herein.
(2) The amounts are based upon the average of the high and low sale prices for
the Class A Common Stock as reported on the New York Stock Exchange on May ___,
2002 and are used solely for purposes of calculating the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I of
this Registration Statement will be sent or given to employees as specified by
Rule 428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the 1998 PHANTOM STOCK PLAN, 1998 STOCK OPTION
PLAN, 2002 EMPLOYEE STOCK PURCHASE PLAN, 2002 STOCK PLAN and SUNRISE TELEVISION
CORP. 2002 STOCK OPTION PLAN is available without charge by contacting:
LIN TV Corp.
Attn: William A. Cunningham
Vice President and Controller
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
(401) 454-2880
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by LIN TV
CORP. (the "Company" or the "Registrant") are incorporated herein by reference:
(1) The Registrant's prospectus that was a part
of the Registrant's Registration Statement
on Form S-1 (File No. 333-83068), which
prospectus was filed on May 6, 2002 pursuant
to Rule 424(b) under the Securities Act.
(2) The Registrant's Registration Statement on
Form 8-A filed with the Commission on May 1,
2002; and
(2) The description of the Registrant's Class A
Common Stock contained in the registration
statement on Form 8-A referred to (1) above
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and all
documents filed by the Plans subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained herein or in a document
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained in a subsequently filed document incorporated herein by reference
modifies or supersedes such document. Any 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law,
or DGCL, which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(1) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) pursuant to Section
174
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of the DGCL, which provides for liability of directors for unlawful payments of
dividends of unlawful stock purchase or redemptions or (4) for any transaction
from which a director derived an improper personal benefit.
Reference is also made to Section 145 of the DGCL, which provides that
a corporation may indemnify any person, including an officer or director, who
is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of such corporation, by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceedings, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify any officer or director in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
Reference is made to the Registration Rights Agreement filed as Exhibit
4.2 to the Registrant's Registration Statement on Form S-1 (Commission File No.
333-83068). Under the Registration Rights Agreement, the Registrant will
indemnify any stockholder that demands or participates and any underwriter that
participates in a registration pursuant to the terms of the Registration Rights
Agreement, as well as each of their respective officers, directors and control
person, from and against any losses, claims, damages or liabilities, joint or
several, to which such indemnified persons may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages or liabilities arise out of or are based upon any untrue statement of
material fact contained therein, or arise out of or are based on the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading.
Reference is made to the Registrant's Amended and Restated Bylaws filed
as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(Commission File No. 333-83068). Our Amended and Restated By-laws provide for
indemnification of the officers and directors to the full extent permitted by
applicable law.
The Registrant has purchased certain liability insurance for its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
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ITEM 8. EXHIBITS.
A list of the exhibits included as part of this Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
is hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply
if this registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by the foregoing paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to
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the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
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, 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 Providence, State of Rhode Island, on this 9th day of
May, 2002.
LIN TV CORP.
By: /s/ GARY R. CHAPMAN
------------------------------------
Gary R. Chapman
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Gary R. Chapman and William A.
Cunningham, his attorney-in-fact, each with the power of substitution, for him
in any and all capacities, to sign any amendments (including all post-effective
amendments) to this registration statement, and to sign any registration
statement for the same offering covered by this registration statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
- ---------- ----- ----
/s/ GARY R. CHAPMAN Chairman of the Board of Directors, and Chief May 9, 2002
- ---------------------------- Executive Officer
Gary R. Chapman (Principal Executive Officer)
/s/ WILLIAM A. CUNNINGHAM Vice President and Controller May 9, 2002
- ---------------------------- (Principal Accounting Officer)
William A. Cunningham
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/s/ DEBORAH R. JACOBSON Vice President of Corporate Development and May 9, 2002
- ---------------------------- Treasurer
Deborah R. Jacobson (Principal Financial Officer)
/s/ RANDALL S. FOJTASEK Director May 9, 2002
- ----------------------------
Randall S. Fojtasek
/s/ ROYAL W. CARSON, III Director May 9, 2002
- ----------------------------
Royal W. Carson, III
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 - Second Amended and Restated Certificate of Incorporation of
LIN TV Corp. (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-83068)).
4.2 -- 1998 Stock Option Plan (incorporated by reference to Exhibit
10.16 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-83068)).
4.3 -- 1998 Phantom Stock Plan (incorporated by reference to Exhibit
10.17 to the Registrant's Registration Statement on Form S-1
(Registration No. 333-83068)).
4.4 -- 2002 Stock Plan (incorporated by reference to Exhibit 10.23 to
the Registrant's Registration Statement on Form S-1
(Registration No. 333-83068)).
4.5 -- 2002 Employee Stock Purchase Plan (incorporated by reference
to Exhibit 10.25 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-83068)).
4.6 -- Sunrise Television Corp. 2002 Stock Option Plan.
5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the legality of
the securities issued hereby. *
23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinions filed as Exhibit 5.1 to this Registration Statement).
23.2 -- Consent of PricewaterhouseCoopers LLP, independent
accountants.*
23.3 -- Consent of Arthur Andersen LLP, independent accountants.*
24.1 -- Power of Attorney for LIN TV Corp. (included on the signature
page to this Registration Statement).
99.1 -- Arthur Andersen LLP letter. *
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- ----------
*Filed herewith.
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