S-8 1 s-8.txt FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000 REGISTRATION NO. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ TICKETMASTER ONLINE-CITYSEARCH, INC. (Exact name of registrant as specified in its charter) Delaware 95-4546874 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 790 E. COLORADO BLVD., STE. 200 PASADENA, CALIFORNIA 91101 (626) 405-0050 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------------------- 1999 STOCK PLAN (FULL TITLE OF THE PLAN) ---------------------------- Charles Conn, III CHIEF EXECUTIVE OFFICER Ticketmaster Online-CitySearch, Inc. 790 E. Colorado Blvd., Ste. 200 Pasadena, California 91101 (626) 405-0050 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) ---------------------------- WITH A COPY TO: Kenneth M. Doran, Esq. Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 CALCULATION OF REGISTRATION FEE
================================================================================================================================= Proposed Proposed Maximum Maximum Amount to be Offering Price Per Aggregate Amount of Title of Securities to be Registered Registered (1) Security(2) Offering Price(2) Registration Fee --------------------------------------------------------------------------------------------------------------------------------- Class B Common Stock, $.01 Par Value 3,000,000 $24.25 $72,750,000 $19,206 =================================================================================================================================
(1) Includes 3,000,000 shares (the "Additional Shares") to be registered under the 1999 Stock Plan (the "1999 Plan"), which are in addition to the 4,000,000 shares previously registered under the 1999 Plan pursuant to a Registration Statement on Form S-8 (SEC File No. 333-30794). (2) The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The weighted average exercise price of the 2,166,400 shares of the Additional Shares subject to outstanding options under the 1999 Plan is $27.43. With respect to the 833,600 shares of Class B Common Stock of the Additional Shares available for future grants under the 1999 Plan, the estimated Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(c) based upon the average between the high and low price of the Class B Common Stock reported in the Nasdaq National Market on July 5, 2000, which average was $15.97. The number referenced above in the table entitled "Proposed Maximum Offering Price Per Share" represents a weighted average of the foregoing estimates calculated in accordance with Rules 457(h) and 457(c). INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT This registration statement incorporates by reference the contents of the Registration Statement on Form S-8 (SEC File No. 333-30794) filed with the Securities and Exchange Commission on February 18, 2000. 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 Pasadena, State of California, on July 6, 2000. TICKETMASTER ONLINE-CITYSEARCH, INC. By: /s/ JOHN PLEASANTS ------------------------------------------ John Pleasants, Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas McInerney and Bradley K. Serwin, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 and to perform any acts necessary in order to file such amendments, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or their or his substitutes, shall 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/ JOHN PLEASANTS Chief Executive Officer (Principal July 6, 2000 -------------------------------------------- Executive Officer) and Director John Pleasants /s/ THOMAS MCINERNEY Chief Financial Officer, Executive Vice July 6, 2000 -------------------------------------------- President, Finance and Treasurer Thomas McInerney (Principal Financial and Accounting Officer) /s/ BARRY BAKER Director July 6, 2000 -------------------------------------------- Barry Baker /s/ TERRY BARNES Director July 6, 2000 -------------------------------------------- Terry Barnes
2 /s/ CHARLES CONN Director July 6, 2000 -------------------------------------------- Charles Conn /s/ BARRY DILLER Director July 6, 2000 -------------------------------------------- Barry Diller /s/ JOSEPH GLEBERMAN Director July 6, 2000 -------------------------------------------- Joseph Gleberman /s/ WILLIAM GROSS Director July 6, 2000 -------------------------------------------- William Gross /s/ ALLEN GRUBMAN Director July 6, 2000 -------------------------------------------- Allen Grubman /s/ LAWRENCE JACOBSON Director July 6, 2000 -------------------------------------------- Lawrence Jacobson /s/ VICTOR A. KAUFMAN Director July 6, 2000 -------------------------------------------- Victor A. Kaufman /s/ DARA KHOSROWSHAHI Director July 6, 2000 -------------------------------------------- Dara Khosrowshahi /s/ BRYAN LOURD Director July 6, 2000 -------------------------------------------- Bryan Lourd /s/ JON MILLER Director July 6, 2000 -------------------------------------------- Jon Miller /s/ WILLIAM D. SAVOY Director July 6, 2000 -------------------------------------------- William D. Savoy /s/ ALAN SPOON Director July 6, 2000 -------------------------------------------- Alan Spoon /s/ THOMAS UNTERMAN Director July 6, 2000 -------------------------------------------- Thomas Unterman
3 TICKETMASTER ONLINE-CITYSEARCH, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION 4.1* Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form S-1 (File No. 333-64855), as filed with the Commission on November 6, 1998). 4.2* Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (File No. 333-64855), as filed with the Commission on November 6, 1998). 4.3* Specimen Class B Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 (File No. 333-64855), as filed with the Commission on November 6, 1998). 4.4* Form of Class B Common Stock Purchase Warrant of the Registrant to be delivered upon closing of the Sidewalk acquisition (3,000,000 shares) (incorporated by reference to Exhibit 4.2 of the Registrant's Report on Form 10-Q filed with the Commission on August 16, 1999). 4.5* Form of Class B Common Stock Purchase Warrant of the Registrant to be delivered upon closing of the Sidewalk acquisition (1,500,000 shares) (incorporated by reference to Exhibit 4.3 of the Registrant's Report on Form 10-Q filed with the Commission on August 16, 1999). 4.6 1999 Stock Plan, as amended, and form of stock option agreements. 5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP 23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, Independent Auditors. 24.1 Power of Attorney (contained on signature page hereto).
* Incorporated by reference. 4