As filed with the Securities and Exchange Commission on August 7, 2012.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 95-4545390 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
500 South Buena Vista Street
Burbank, California 91521
(Address, including zip code, of each registrant’s principal executive offices)
The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan
(Full Title of the Plan)
Roger J. Patterson, Esq.
Associate General Counsel and Assistant Secretary
500 South Buena Vista Street
Burbank, California 91521
(818) 560-1000
(Name, address, including zip code, and telephone number, including area code, of agent for services)
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(2) | ||||
| Common Stock, par value $0.01 per share |
15,000,000 shares | $48.56 | $728,400,000 | $83,474.64 | ||||
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| (1) | This registration statement shall also cover any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization of or by the registrant which results in an increase in the number of the registrant’s outstanding shares of common stock or shares issuable pursuant to awards granted under the Plan. |
| (2) | Estimated for the sole purpose of determining the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, the proposed maximum offering price per share is calculated based upon the average of the high and low selling prices, as reported by the New York Stock Exchange, Inc., of the common stock of the registrant on August 2, 2012. |
INCORPORATION OF EARLIER REGISTRATION STATEMENT
This registration statement relates to the registration of 15,000,000 additional shares of the common stock, par value $0.01 per share, of The Walt Disney Company (the “Company”) reserved for issuance under the Company’s Amended and Restated 2011 Stock Incentive Plan. The contents of the Company’s registration statement on Form S-8 (File No. 333-176194) filed with the Securities and Exchange Commission (“SEC”) on August 10, 2011 are incorporated herein by reference, except as the same may be modified by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | Incorporation of Documents by Reference. |
The following documents previously filed with the SEC are incorporated by reference in this registration statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2011, filed on November 23, 2011.
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, filed on February 7, 2012, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed on May 8, 2012, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 filed on August 7, 2012,and the Company’s Current Reports on Form 8-K filed on October 7, 2011, October 25, 2011, December 1, 2011, February 13, 2012, March 16, 2012 and June 11, 2012.
(c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed on November 17, 1999.
All documents subsequently filed by the Company and the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment 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 part hereof from the date of filing of such documents.
| ITEM 8. | Exhibits. |
The documents listed hereunder are filed as exhibits hereto.
| Exhibit |
Description | |
| 4.1 | The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2012). | |
| 4.2 | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 16, 2010). | |
| 4.3 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 16, 2010). | |
| 5.1 | Opinion of Roger J. Patterson, Associate General Counsel and Assistant Secretary. | |
| 23.1 | Consent of Roger J. Patterson (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |
| 24 | Power of Attorney. | |
1
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 Burbank, State of California, on this 7th day of August, 2012.
| THE WALT DISNEY COMPANY | ||
| By: |
/s/ Roger J. Patterson | |
| Roger J. Patterson | ||
| Associate General Counsel and Assistant Secretary, Registered In-house Counsel | ||
2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints James A. Rasulo, Alan N. Braverman and Roger J. Patterson, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective 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 attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her 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 by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| */s/ Robert A. Iger Robert A. Iger |
Chairman, Chief Executive Officer and Director (Principal Executive Officer) |
August 7, 2012 | ||
| /s/ James A. Rasulo James A. Rasulo |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 7, 2012 | ||
| /s/ Brent A. Woodford Brent A. Woodford |
Senior Vice President—Planning and Control (Principal Accounting Officer) |
August 7, 2012 | ||
| */s/ Susan E. Arnold Susan E. Arnold |
Director |
August 7, 2012 | ||
| */s/ John S. Chen John S. Chen |
Director |
August 7, 2012 | ||
| */s/ Judith E. Estrin Judith E. Estrin |
Director |
August 7, 2012 | ||
| */s/ Fred H. Langhammer Fred H. Langhammer |
Director |
August 7, 2012 | ||
| */s/ Aylwin B. Lewis Aylwin B. Lewis |
Director |
August 7, 2012 | ||
| */s/ Monica C. Lozano Monica C. Lozano |
Director |
August 7, 2012 | ||
| */s/ Robert W. Matschullat Robert W. Matschullat |
Director |
August 7, 2012 | ||
| */s/ Sheryl K. Sandburg Sheryl K. Sandburg |
Director |
August 7, 2012 | ||
| */s/ Orin C. Smith Orin C. Smith |
Director |
August 7, 2012 | ||
| *By: | /s/ Alan N. Braverman | |
| Alan N. Braverman Attorney-in-Fact |
3
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 4.1 | The Walt Disney Company Amended and Restated 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 16, 2012). | |
| 4.2 | Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 16, 2010). | |
| 4.3 | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 16, 2010). | |
| 5.1 | Opinion of Roger J. Patterson, Associate General Counsel and Assistant Secretary. | |
| 23.1 | Consent of Roger J. Patterson (included in Exhibit 5.1). | |
| 23.2 | Consent of PricewaterhouseCoopers LLP. | |
| 24 | Power of Attorney. | |
4
Exhibit 5.1
August 7, 2012
The Board of Directors
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
The Walt Disney Company Registration Statement
on Form S-8 (the “Registration Statement”)
Ladies and Gentlemen:
As Associate General Counsel and Assistant Secretary of The Walt Disney Company, a Delaware corporation (the “Company”), I have participated in the preparation and filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Act”), of 15,000,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), issuable by the Company pursuant to the Amended and Restated 2011 Stock Incentive Plan of the Company (the “Plan”). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, and in my capacity as an attorney admitted to practice in the District of Columbia and, as registered in-house counsel, in the State of California, I have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation as in effect on the date hereof, the Company’s bylaws as in effect on the date hereof, the Plan and certain corporate proceedings of the Company as reflected in the minutes of meetings of the Board of Directors of the Company. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to the originals or certified copies of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact as I have deemed necessary or appropriate for the purposes of this opinion.
Based on the foregoing, I am of the opinion that, under the laws of the State of Delaware, the issuance and sale of the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission.
| Very truly yours, |
| /s/ Roger J. Patterson |
| Roger J. Patterson Registered In-House Counsel in California |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 23, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in The Walt Disney Company’s Annual Report on Form 10-K for the year ended October 1, 2011.
/s/ PRICEWATERHOUSECOOPERS LLC
Los Angeles, California
August 7, 2012
Exhibit 24
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned director of The Walt Disney Company, a Delaware corporation (the “Company”), hereby constitutes and appoints the Senior Executive Vice President and Chief Financial Officer of the Company and the Senior Executive Vice President, General Counsel and Secretary of the Company, and each of them, with full power of substitution and resubstitution, his or her true and lawful attorneys-in-fact and agents to execute and file, or caused to be filed, with the Securities and Exchange Commission (the “Commission”) Registration Statements on Form S-8 relating to the Company’s common stock, no par value, offered under various compensation and benefit plans of the Company and its subsidiaries and affiliates, any and all amendments thereto (including post-effective amendments), and all matters required by the Commission in connection with such registration under the Securities Act of 1933, as amended, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or superseded by a new power of attorney regarding the purposes outlined herein dated as of a later date.
IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney this 30th day of July, 2012.
| /s/ Robert A. Iger | /s/ Aylwin B. Lewis | |||
| Robert A. Iger | Aylwin B. Lewis | |||
| /s/ Susan E. Arnold | /s/ Monica C. Lozano | |||
| Susan E. Arnold | Monica C. Lozano | |||
| /s/ John S. Chen | /s/ Robert W. Matschullat | |||
| John S. Chen | Robert W. Matschullat | |||
| /s/ Judith L. Estrin | /s/ Sheryl K. Sandberg | |||
| Judith L. Estrin | Sheryl K. Sandberg | |||
| /s/ Fred H. Langhammer | /s/ Orin C. Smith | |||
| Fred H. Langhammer | Orin C. Smith | |||