-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oj05Ukr3HWfJdqLeRG9xDG418zGBIqTgl2lrLorLDRkHmKO2xhO9cIhEoFT9ZjEJ 9xieVKUaMVhIt3fdIlVu6A== 0000950144-94-000261.txt : 19940207 0000950144-94-000261.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950144-94-000261 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940204 19940223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TURNER BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000100240 STANDARD INDUSTRIAL CLASSIFICATION: 4833 IRS NUMBER: 580950695 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-52173 FILM NUMBER: 94504695 BUSINESS ADDRESS: STREET 1: ONE CNN CENTER STREET 2: 100 INTERNATIONAL BLVD CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4048271700 MAIL ADDRESS: STREET 1: P O BOX 105366 CITY: ATLANTA STATE: GA ZIP: 30348-5366 FORMER COMPANY: FORMER CONFORMED NAME: TURNER COMMUNICATIONS CORP DATE OF NAME CHANGE: 19791016 FORMER COMPANY: FORMER CONFORMED NAME: RICE BROADCASTING CO INC DATE OF NAME CHANGE: 19700909 S-8 1 TURNER BROADCASTING SYSTEM 1 As filed with the Securities and Exchange Commission on February 4, 1994 Registration No. 33-_____ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TURNER BROADCASTING SYSTEM, INC. (Exact name of registrant as specified in its charter) Georgia 58-0950695 -------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One CNN Center Atlanta, Georgia 30303 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) New Line Cinema Corporation 1986 Stock Option Plan New Line Cinema Corporation 1990 Stock Option Plan New Line Cinema Corporation 1991 Stock Option Plan New Line Cinema Corporation Nonqualified Stock Option Agreements ---------------------------------------------------------------- (Full title of the plan) Steven W. Korn, Esq., One CNN Center, Atlanta, Georgia 30303 (404) 827-1561 - -------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copies to: Thomas C. Janson, Jr. Skadden, Arps, Slate, Meagher, & Flom 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 CALCULATION OF REGISTRATION FEE ================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Registration Fee (1) Share (1) Price (1) Class B Common Stock, par value $0.0625 per 89,621 share shares $ 25.6875 $ 2,302,139 $ 794
================================================================================ (1) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. (2) Plus such additional number of shares as may be issuable pursuant to the antidilution provisions of the above referenced plans. In accordance with Rule 429 under the Securities Act of 1933, as amended, the Prospectuses to be used in connection with the securities covered by this Registration Statement also constitute the prospectuses with respect to a total of 3,179,035 shares of Class B Common Stock issued upon exercise of options under the plans and agreements to which the Prospectuses relate and previously registered under the Registrant's Registration Statement on Form S-4 (No. 33-51739). 2 REGISTRATION STATEMENT ON FORM S-8 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Incorporated by reference in this Registration Statement are the following documents filed with the Securities and Exchange Commission (the "Commission"): (a) Annual Report of Turner Broadcasting System, Inc. ("TBS") on Form 10-K for the fiscal year ended December 31, 1992; (b) TBS's Quarterly Reports on Form 10-Q for the periods ended March 31, 1993, June 30, 1993 and September 30, 1993; (c) TBS's Current Reports on Form 8-K, dated June 16, 1993, August 17, 1993, October 22, 1993, December 28, 1993, January 24, 1994 (as amended by TBS's Form 8-K/A dated February 3, 1994), and February 2, 1994; (d) TBS's Proxy Statement, dated May 5, 1993 for its 1993 Annual Meeting of Stockholders; and (e) TBS's description of its Class B common stock, par value $0.0625 per share ("TBS Class B Common Stock"), contained in the section entitled "Description of the TBS Capital Stock" in TBS's Registration Statement on Form S-4, No. 33-51739, as filed with the Commission on December 29, 1993. All documents subsequently filed by TBS 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 herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any 2 3 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. The legality of the shares of TBS Class B Common Stock being offered hereby will be passed upon by Steven W. Korn, Vice President, General Counsel and Secretary of TBS. The consolidated financial statements of TBS incorporated in this Registration Statement by reference to the Annual Report on Form 10-K of TBS for the year ended December 31, 1992 have been audited by Price Waterhouse, independent accountants, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. TBS's Bylaws provide for indemnification of directors and officers of TBS against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually incurred in connection with any proceeding arising by reason of the fact that such person is or was an officer or director of TBS. TBS's Bylaws provide for indemnification of directors and officers of TBS in connection with or resulting from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which he or she may become involved by reason of his or her being or having been a director or officer, or by reason of any action taken or not taken in his or her capacity as such director or officer as a member of any committee appointed by the Board of Directors of TBS to act for, in the interest of, or on behalf of TBS, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of TBS and, in addition, with respect to any criminal action or proceeding, did not have reasonable cause to believe that his or her conduct was unlawful. 3 4 Indemnification is mandatory in the case of a director or officer who is wholly successful on the merits or otherwise with respect to any claim, action, suit or proceeding of the character described above. In other cases, the determination whether to indemnify a director or officer is made by a majority of disinterested directors, a majority of disinterested shareholders, or independent legal counsel selected by any Judge of the United States District Court for the Northern District of Georgia, Atlanta Division, at the request of either TBS or the person seeking indemnification. TBS's Articles of Incorporation provide that a director of TBS will not be personally liable to TBS or its shareholders for monetary damages for breach of duty of care or other duty as a director, except for liability (i) for any appropriation, in violation of the director's duties, of any business opportunity of TBS, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) for making a distribution in violation of Section 14-2-831 of the Georgia Business Corporation Code or (iv) for any transaction from which the director derived an improper personal benefit. TBS has insurance to indemnify its directors and officers, subject to the limits contained in those policies, from those liabilities in respect of which such indemnification insurance is permitted under the laws of the state of Georgia. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit No. Description ----------- ----------- 4.1 Restated Articles of Incorporation of TBS, as amended (the "Articles") (filed as Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement on Form S-2 (Registration No. 33-686), filed with the Commission on March 18, 1986, and incorporated herein by reference). 4.2 Substitute Statement of Resolution Establishing and Designating the Series A Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form 10-K for the fiscal year ended December 31, 1985, and incorporated herein by reference).
4 5 4.3 Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit 4 to TBS's Form 8-K dated June 3, 1987, and incorporated herein by reference). 4.4 Articles of Amendment, dated August 15, 1987, to Articles (filed as Exhibit 2(a) to Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's Registration Statement on Form 8-A filed with the Commission on August 13, 1987, and incorporated herein by reference). 4.5 Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit 3.1 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and incorporated herein by reference). 4.6 Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated herein by reference). 4.7 Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit 3.1.7 to TBS's Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference). 4.8 TBS's By-Laws, as amended on and through November 13, 1990 (filed as Exhibit 3.2 to TBS's Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein by reference). 5.1 Opinion of Steven W. Korn, Esq. 23.1 Consent of Price Waterhouse. 23.2 Consent of Steven W. Korn, Esq. (included in Exhibit 5.1). 24.1 Power of Attorney (included on page 8 of this Registration Statement).
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; 5 6 (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 6 7 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. 7 8 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 Atlanta, State of Georgia, on this 4th day of February, 1994. TURNER BROADCASTING SYSTEM, INC. By /s/ R.E. TURNER ------------------------------ R.E. Turner Chairman of the Board of Directors and President 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. Each person whose signature appears below hereby authorizes Wayne H. Pace and Steven W. Korn , and each of them acting individually, with full power of substitution, to file one or more amendments, including post-effective amendments, to this registration statement, which amendments may make such changes as Wayne H. Pace or Steven W. Korn deems appropriate, and each person whose signature appears below, individually and in each capacity stated below, hereby appoints Wayne H. Pace and Steven W. Korn, and each of them acting individually, with full power of substitution, as Attorney-in-Fact to execute his name and on his behalf to file any such amendments to this registration statement.
Signature Title Date --------- ----- ---- /s/ R.E. TURNER Chairman of the Board of February 4, 1994 ------------------------------------------ Directors and President (Chief R.E. Turner Executive Officer) /s/ WAYNE H. PACE Vice President-Finance (Chief February 4, 1994 ------------------------------------------ Financial Officer) Wayne H. Pace /s/ WILLIAM S. GHEGAN Vice President and February 4, 1994 ------------------------------------------ Controller (Chief William S. Ghegan Accounting Officer) /s/ HENRY L. AARON Director February 4, 1994 ------------------------------------------ Henry L. Aaron
8 9 /s/ WILLIAM C. BARTHOLOMAY Director February 4, 1994 ------------------------------------ William C. Bartholomay /s/ W. THOMAS JOHNSON Director February 4, 1994 ------------------------------------ W. Thomas Johnson Director ------------------------------------ Rubye M. Lucas /s/ TERENCE F. MCGUIRK Director February 4, 1994 ------------------------------------ Terence F. McGuirk /s/ BRIAN L. ROBERTS Director February 4, 1994 ------------------------------------ Brian L. Roberts /s/ SCOTT M. SASSA Director February 4, 1994 ------------------------------------ Scott M. Sassa /s/ JOSEPH J. COLLINS Director February 4, 1994 ------------------------------------ Joseph J. Collins /s/ MICHAEL J. FUCHS Director February 4, 1994 ------------------------------------ Michael J. Fuchs /s/ GERALD M. LEVIN Director February 4, 1994 ------------------------------------ Gerald M. Levin /s/ BOB MAGNESS Director February 4, 1994 ------------------------------------ Bob Magness Director ------------------------------------ John C. Malone /s/ TIMOTHY P. NEHER Director February 4, 1994 ------------------------------------ Timothy P. Neher Director ------------------------------------ Fred A. Vierra
9 10 LIST OF EXHIBITS
Exhibit No. Description ------- ----------- 4.1 Restated Articles of Incorporation of TBS, as amended (the "Articles") (filed as Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement on Form S-2 (Registration No. 33-686), filed with the Commission on March 18, 1986, and incorporated herein by reference). 4.2 Substitute Statement of Resolution Establishing and Designating the Series A Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form 10-K for the fiscal year ended December 31, 1985, and incorporated herein by reference). 4.3 Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit 4 to TBS's Form 8-K dated June 3, 1987, and incorporated herein by reference). 4.4 Articles of Amendment, dated August 15, 1987, to Articles (filed as Exhibit 2(a) to Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's Registration Statement on Form 8-A filed with the Commission on August 13, 1987, and incorporated herein by reference). 4.5 Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit 3.1 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and incorporated herein by reference). 4.6 Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated herein by reference). 4.7 Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit 3.1.7 to TBS's Form 10-K for the fiscal year ended December 31, 1992, and incorporated herein by reference).
10 11 4.8 TBS's By-Laws, as amended on and through November 13, 1990 (filed as Exhibit 3.2 to TBS's Form 10-K for the fiscal year ended December 31, 1991, and incorporated herein by reference). 5.1 Opinion of Steven W. Korn, Esq. 23.1 Consent of Price Waterhouse. 23.2 Consent of Steven W. Korn, Esq. (included in Exhibit 5.1). 24.1 Power of Attorney (included on page 8 of this Registration Statement).
11 EX-5.1 2 OPINION OF STEVEN W. KORN, ESQ. 1 Exhibit 5.1 February 4, 1994 Board of Directors Turner Broadcasting System, Inc. One CNN Center Atlanta, Georgia 30303 Re: Turner Broadcasting System, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: I am General Counsel of Turner Broadcasting System, Inc., a Georgia corporation ("TBS"), and in such capacity I am charged with general supervisory responsibilities for the legal affairs of TBS and its subsidiaries. This opinion is furnished in connection with preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by TBS with the Securities and Exchange Commission (the "Commission") on February 4, 1994. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Act"), of 89,621 shares (the "Shares") of the Class B common stock of TBS, par value $0.0625 (the "TBS Class B Common Stock"), to be issued in connection with options granted pursuant to the New Line Cinema Corporation 1986 Stock Option Plan, the New Line Cinema Corporation 1990 Stock Option Plan, the New Line Cinema Corporation 1991 Stock Option Plan and certain nonqualified stock option agreements between New Line Cinema Corporation ("New Line") and the persons named therein, all as more explicitly identified in TBS's two Prospectuses dated February 4, 1994, with respect thereto (collectively, the "Option Plans and Agreements"). Pursuant to an Agreement and Plan of Merger, dated as of October 15, 1993, by and among TBS, NL Acquisition Co., a Delaware corporation and a wholly owned subsidiary of TBS ("Merger Subsidiary"), and New Line (the "Merger Agreement") among other things, on January 28, 1994 (i) Merger Subsidiary was merged with and into New Line (the "Merger") with New Line as the surviving corporation, (ii) each share of common stock of New Line then outstanding was converted into the right to receive 0.96386 of a share of the TBS Class B Common Stock and (iii) TBS assumed each New Line Option Plan and each outstanding option as 2 Board of Directors February 4, 1994 Page 2 described in the Merger Agreement, and all such options of New Line then outstanding became exercisable for shares of TBS Class B Common Stock. This opinion is delivered in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In connection with this opinion, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, as filed with the Commission on the date hereof under the Act; (ii) the Option Plans and Agreements; (iii) the Amended Articles of Incorporation of TBS and the Bylaws of TBS; (iv) copies of certain resolutions adopted by the TBS Board of Directors relating to, among other things, the Shares, the assumption by TBS of the options granted under the Option Plans and Agreements and the Registration Statement; (v) the form of a specimen certificate representing the TBS Class B Common Stock; and (vi) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my 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, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such copies. I am licensed to practice law in the State of Georgia and express no opinion as to the laws of any other jurisdiction, other than the laws of the United States of America to the extent specifically referred to herein. Based upon and subject to the foregoing, and assuming (i) the valid issuance of the options pursuant to the Option Plans and Agreements; and (ii) the conformity of the certificates representing the Shares to the form of specimen thereof examined by me and the due execution and delivery of such certificates, I am of the opinion that the Shares have been duly authorized by requisite corporate action by TBS and, when issued upon exercise of options in accordance with the terms of the Option Plans and Agreements, will be validly issued, fully-paid and non-assessable. 3 Board of Directors February 4, 1994 Page 3 This opinion is furnished to you solely for your benefit in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise referred to for any other purpose without my prior written consent. Notwithstanding the foregoing, I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this 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 Commission. Very truly yours, Steven W. Korn EX-23.1 3 CONSENT OF PRICE WATERHOUSE. 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 15, 1993, which appears on page 65 of the 1992 Annual Report to Shareholders of Turner Broadcasting System, Inc., which is incoporated by reference in Turner Broadcasting System, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 36 of such Annual Report on Form 10-K. We also consent to the references to us under the heading "Interests of Named Experts and Counsel" in such Registration Statement. PRICE WATERHOUSE Atlanta, Georgia February 2, 1994 -----END PRIVACY-ENHANCED MESSAGE-----