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As filed with the Securities and Exchange Commission on May 18, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2712887
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
152 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
USA NETWORKS, INC
2000 STOCK AND ANNUAL INCENTIVE PLAN
(Full title of the plan)
THOMAS KUHN, ESQ.
USA NETWORKS, INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(Name and address of agent for service)
(212) 314-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
Common Stock, 20,000,000 $22.625 (2) $452,500,000 (2) $119,460 (2)
par value shares
$.01 per share
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The average of the high and low reported prices of the Registrant's
Common Stock on May 15, 2000 has been used for the purpose of
calculating the registration fee pursuant to Rule 457(c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 (the "Registration Statement")
of USA Networks, Inc., a Delaware corporation (the "Company" or the
"Registrant"), relates to up to 20,000,000 shares of the Registrant's common
stock, par value $.01 per share (the "Common Stock"), issuable in connection
with the USA Networks, Inc. 2000 Stock and Annual Incentive Plan (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of the filing of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities registered hereunder have been sold, or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999;
(b) The description of the Common Stock is contained in the
Company's Proxy Statement on Schedule 14A, dated November 20, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as directors. The
Registrant's Bylaws provide that the directors, officers and certain other
persons will be indemnified to the fullest extent permitted by Delaware law
with respect to third-party actions or suits, provided such person has met the
applicable standard of conduct which permits indemnification under Delaware
law. The Registrant's Bylaws further provide that directors, officers and
certain other persons will be indemnified with respect
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to actions or suits initiated by such person, provided that such proceeding was
authorized by the Board of Directors. The Registrant's Bylaws allow the
Registrant to pay all expenses incurred by a director, officer, employee or
agent in defending any proceeding within the scope of the indemnification
provisions as such expenses are incurred in advance of its final disposition,
subject to repayment if it is ultimately determined that such party was not
entitled to indemnity by the Registrant. From time to time, officers and
directors may be provided with indemnification agreements that are consistent
with the foregoing provisions. The Registrant believes that these agreements
are necessary to attract and retain qualified persons as directors and
officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party
to an action by reason of the fact that he was a director, officer or agent of
the corporation or was serving at the request of the corporation against
expenses actually and reasonably incurred by him in connection with such action
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
ITEM 8. EXHIBITS.
The exhibits incorporated by reference or filed as part of this
Registration Statement are listed in the Index of Exhibits that begins on page
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ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement: (i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
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(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by
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such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 26th day of April, 2000.
USA NETWORKS, INC.
By: /s/ Barry Diller
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Name: Barry Diller
Title: Chairman of the
Board and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas J. Kuhn his attorney-in-fact,
each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Registration Statement and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Barry Diller Chairman of the April 26, 2000
- -------------------- Board and Chief
Barry Diller Executive Officer
/s/ Barry Baker
- -------------------- Director and April 26, 2000
Barry Baker Chief Operating
Officer
/s/ Michael P. Durney
- -------------------- Vice President April 26, 2000
Michael P. Durney and Controller
(Principal
Accounting Officer)
/s/ Victor A. Kaufman
- -------------------- Director and April 26, 2000
Victor A. Kaufman Vice Chairman
/s/ Michael Sileck
- -------------------- Senior VP, Chief April 26, 2000
Michael Sileck Financial Officer
(Principal Financial
Officer)
/s/ Paul Allen
- -------------------- Director April 26, 2000
Paul Allen
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/s/ Edgar Bronfman
- ------------------------- Director April 26, 2000
Edgar Bronfman, Jr.
/s/ Anne Busquet
- ------------------------- Director April 25, 2000
Anne M. Busquet
/s/ Donald Keough
- ------------------------- Director April 25, 2000
Donald Keough
/s/ Robert Matschullat
- ------------------------- Director April 25, 2000
Robert W. Matschullat
/s/ Samuel Minzberg
- ------------------------- Director April 26, 2000
Samuel Minzberg
/s/ Brian Mulligan
- ------------------------- Director April 26, 2000
Brian Mulligan
/s/ William D. Savoy
- ------------------------- Director April 26, 2000
William D. Savoy
/s/ H. Norman Schwarzkopf
- ------------------------- Director April 27, 2000
H. Norman Schwarzkopf
/s/ Diane Von Furstenberg
- ------------------------- Director April 25, 2000
Diane Von Furstenberg
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.01 Opinion of Thomas J. Kuhn, Esq. as to the
legality of the shares to be registered.
23.01 Consent of Thomas J. Kuhn, Esq.(included in
Opinion filed as Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
24.01 Power of Attorney (included on Pages 7 and 8 of
this Registration Statement)
99.01 2000 Stock and Annual Incentive Plan
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