AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SPORTSLINE USA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0470894
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN;
WARRANT BETWEEN THE REGISTRANT AND HORROW SPORTS VENTURES;
STOCK OPTION BETWEEN THE REGISTRANT AND MICHAEL P. SCHULHOF; AND
STOCK OPTION BETWEEN THE REGISTRANT AND GERRY HOGAN
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(FULL TITLE OF THE PLAN)
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MICHAEL LEVY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(954) 351-2120
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
Kenneth C. Hoffman, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0809
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------- ---------------- ---------------- ----------------- ----------------
COMMON STOCK,
$.01 PAR VALUE......... 1,164,415 SHARES $.625 - $8.00 $4,896,033.95 $1,444.33
========================= ================ =============== =============== ================
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of (i) the actual prices (ranging from $.625 to
$8.00) for an aggregate of 1,064,415 shares of Common Stock being
registered, which are already subject to stock option granted under the
1995 Stock Option Plan; (ii) the actual price of $5.00 for an aggregate of
100,000 warrants and stock options to purchase Common Stock being
registered, which are already subject to warrants and stock options
granted by the Registrant.
Page 1 of 7 Pages
Exhibit Index at Page II-7
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Registration Statement on Form S-1 (Registration
No. 333-25259) filed under the Securities Act of 1933, as amended
(the "Act"), including any exhibits and amendments thereto, and
the Registrant's final Prospectus, dated November 13, 1997,
pursuant to Rule 424(b) under the Act;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since January 1, 1997; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendments to such description in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 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 herein by reference and to be a part
hereof from the date of filing of such documents.
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's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws, as amended to date, provide for indemnification of
officers and directors of the Registrant to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"), including under Section 145 of the
DGCL. Section 145 of the DGCL generally grants corporations the power to
indemnify their directors, officers, employees and agents of a corporation in
accordance with the provisions thereof. The Amended and Restated Certificate of
Incorporation contains provisions that eliminate the personal liability of each
director and officer to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer, except (i) for breaches
of such director's or officer's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which such director or officer
derived an improper personal benefit.
The Registrant has entered into Indemnification Agreements with each of
its directors and executive officers pursuant to which the Registrant has agreed
to indemnify such persons against certain claims brought against them as a
result of serving in such capacities. The Indemnification Agreements provide
that generally the Registrant will reimburse the director/executive officer
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for all costs and expenses incurred in defending or investigating an indemnified
claim, in advance of the final disposition thereof. The Indemnification
Agreements also provide that the director/executive officer will repay the
Registrant for any costs or expenses advanced if it is ultimately determined by
a court of competent jurisdiction in a final, non-appealable adjudication, that
the director/executive officer is not entitled to indemnification under the
terms of the Indemnification Agreement.
The Registrant also has in place a Directors and Officers liability
insurance policy.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the 1933 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 Registrant in the successful defense of any
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 1993 Act
and will be governed by the final adjudication of such issue.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-6.
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;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the 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 those 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 Securities
Exchange 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 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 Fort Lauderdale, State of Florida on February 10,
1998.
SPORTSLINE USA, INC.
By: /s/MICHAEL LEVY
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Michael Levy
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Levy and Kenneth W.
Sanders his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, 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.
SIGNATURE TITLE DATE
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/s/ MICHAEL LEVY President, Chief Executive Officer and Director February 10, 1998
- ------------------------ (principal executive officer)
Michael Levy
/s/ KENNETH W. SANDERS Chief Financial Officer February 10, 1998
- ------------------------ (principal financial and accounting officer)
Kenneth W. Sanders
/s/ THOMAS CULLEN Director February 10, 1998
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Thomas Cullen
/s/ STEPHEN FLEMING Director February 10, 1998
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Stephen Fleming
/s/GERRY HOGAN Director February 10, 1998
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Gerry Hogan
/s/RICHARD B. HORROW Director February 10, 1998
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Richard B. Horrow
/s/JOSEPH LACOB Director February 10, 1998
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Joseph Lacob
Director February __, 1998
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Sean McManus
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- ------------------------ Director February __, 1998
Andrew Nibley
/s/ LIESL PIKE Director February 10, 1998
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Liesl Pike
Director February __, 1998
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Derek Reisfield
/s/JAMES C. WALSH Director February 10, 1998
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James C. Walsh
/s/MICHAEL P. SCHULHOF Director February 10, 1998
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Michael P. Schulhof
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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3.1 Registrant's Certificate of Incorporation(1)
3.2 Registrant's Bylaws(2)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen
& Quentel, P.A.
10.1 SportsLine USA, Inc. 1995 Stock Option Plan(3)
10.10 Warrant between the Registrant and Horrow Sports Ventures(4)
10.11 Stock Option between the Registrant and Michael P. Schulhof(5)
10.19 Stock Option between the Registrant and Gerry Hogan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
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(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(3) Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(4) Incorporated by reference to Exhibit 10.10 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(5) Incorporated by reference to Exhibit 10.11 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
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