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As filed with the Securities and Exchange Commission on March 30, 1998.
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. (formerly HSN, 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)
HSN, INC. 1997 STOCK AND ANNUAL INCENTIVE PLAN
(Full title of the plan)
THOMAS KUHN, ESQ.
USA NETWORKS, INC.
152 WEST 57TH STREET, 38TH FLOOR
NEW YORK, NEW YORK 10019
(Name and address of agent for service)
(212) 247-5810
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
Common Stock, 20,000,000 $27.375(2) $547,500,000(2) $161,512.50(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 March 27, 1998 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 formerly known as HSN, Inc. (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 HSN, Inc. 1997 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, 1997; and
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(b) The description of the Common Stock contained in the
Company's Registration Statement on Form S-4 dated November 20, 1996 (No.
333-16437).
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 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
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Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to
legality of the shares of Common Stock being
registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included
in Opinion filed as Exhibit 5.01 hereto)
23.02 Consent of Deloitte & Touche LLP (filed as Exhibit
23.2 to FORM 10-K dated March 30, 1998 as incorporated
herein by reference)
23.03 Consent of Ernst & Young LLP (filed as Exhibit 23.1
to FORM 10-K dated March 30, 1998 as incorporated
herein by reference)
24.01 Power of Attorney (included on Page 7 of this
Registration Statement)
99.01 HSN, Inc. 1997 Stock and Annual Incentive Plan
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"); (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
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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 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 Los Angeles, State
of California, on the 20th day of February, 1998.
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 James G. Gallagher and Thomas Kuhn,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him 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 February 20, 1998
- -------------------------- Board and Chief
Barry Diller Executive Officer
/s/Paul G. Allen Director February 20, 1998
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Paul G. Allen
/s/Frank J. Biondi, Jr. Director February 20, 1998
- --------------------------
Frank J. Biondi, Jr.
/s/Edgar Bronfman, Jr. Director February 20, 1998
- --------------------------
Edgar Bronfman, Jr.
/s/James G. Held Director, Vice February 20, 1998
- -------------------------- Chairman
James G. Held
/s/Victor A. Kaufman Director, Office February 20, 1998
- -------------------------- of the Chairman,
Victor A. Kaufman and Chief Financial
Officer (Principal
financial officer)
/s/Robert W. Matschullat Director February 20, 1998
- --------------------------
Robert W. Matschullat
/s/Samuel Minzberg Director February 20, 1998
- --------------------------
Samuel Minzberg
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/s/Bruce M. Ramer Director February 20, 1998
- --------------------------
Bruce M. Ramer
/s/William D. Savoy Director February 20, 1998
- --------------------------
William D. Savoy
/s/H. Norman Schwarzkopf Director February 20, 1998
- --------------------------
H. Norman Schwarzkopf
/s/Richard E. Snyder Director February 20, 1998
- --------------------------
Richard E. Snyder
/s/Brian Feldman Controller (Chief February 24, 1998
- -------------------------- accounting officer)
Brian Feldman
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to legality of
the shares of Common Stock being registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included in Opinion
filed as Exhibit 5.01 hereto)
23.02 Consent of Deloitte & Touche LLP (filed as Exhibit 23.2 to FORM
10-K dated March 30, 1998 as incorporated herein by reference)
23.03 Consent of Ernst & Young LLP (filed as Exhibit 23.1 to FORM
10-K dated March 30, 1998 as incorporated herein by reference)
24.01 Power of Attorney (included on Page 7 of this Registration
Statement)
99.01 HSN, Inc. 1997 Stock and Annual Incentive Plan
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