-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NsbJNh1JTsDTQpnUhVgOQYJSKWpPrGYsxUMswr9/MsRHPDChqgwtwgprunO6WhPM mMYQynEyjJFcG3L+OA5hdg== 0000904454-98-000010.txt : 19980202 0000904454-98-000010.hdr.sgml : 19980202 ACCESSION NUMBER: 0000904454-98-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980130 EFFECTIVENESS DATE: 19980130 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KING WORLD PRODUCTIONS INC CENTRAL INDEX KEY: 0000756764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 132565808 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45299 FILM NUMBER: 98518129 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 S-8 1 Registration No. ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ KING WORLD PRODUCTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 13-2565808 (State or other (I.R.S. employer jurisdiction of identification number) incorporation or organization) 12400 Wilshire Boulevard Los Angeles, California 90025 (Address of Principal Executive Offices) (Zip Code) ____________ KING WORLD PRODUCTIONS, INC. 1996 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN (Full title of the Plan) ____________ Michael King Vice-Chairman and Chief Executive Officer King World Productions, Inc. 12400 Wilshire Boulevard Los Angeles, California 90025 (Name and address of agent for service) (310) 826-1108 (Telephone number, including area code, of agent for service) ____________ Copies to: MARK J. TANNENBAUM, ESQ. Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, N. Y. 10111 CALCULATION OF REGISTRATION FEE ========================================================================== Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities to be price per offering registration to be registered registered share price fee __________________________________________________________________________ Common Stock, $.01 par value 1,000,000 shs. $54.44 $54,440,000 $16,059.80 ========================================================================== [FN] Calculated pursuant to Rule 457(c) and 457(h) using the average of the high and low prices reported on the New York Stock Exchange on January 23, 1998. The Registrant is effecting a two-for-one stock split in the form of a stock dividend payable on February 17, 1998 to holders of record on February 3, 1998. The number of shares and stock prices described herein are all on a pre-stock dividend basis. ========================================================================== EXPLANATORY NOTE ________________ This Registration Statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the "Act"), to register 1,000,000 shares of common stock, $.01 par value ("Common Stock"), of King World Productions, Inc. (the "Registrant") (on a pre-stock dividend basis) issuable pursuant to the Registrant's 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"). Pursuant to Rule 429 under the Act, the Prospectus to be deliv- ered pursuant to this Registration Statement will be a combined prospectus relating to (i) the shares registered hereunder, (ii) the remaining unsold shares under Registration Statement No. 333-11363, (iii) the remaining unsold shares registered under Registration Statement 33-54691 and (iv) the remaining unsold shares registered under Registration Statement No. 33-30694. This Registration Statement also constitutes Post-Effective Amendment No. 2 to Registration Statement No. 333-11363, Post-Effective Amendment No. 2 to Registration Statement No. 33-54691 (collectively the "Registration Statements") and Post-Effective Amendment No. 3 to Registra- tion Statement No. 33-30694. The contents of the Registration Statements are incorporated herein by reference. The Post-Effective Amendments shall become effective upon filing in accordance with Section 8(c) of the Act and Rule 464 promulgated thereunder. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1) under the Act, an information statement containing the information specified in Part I of this Form S-8 (an "Information Statement") will be distributed to participants under the Plan. Each Information Statement, taken together with the documents incorporated by reference herein pursuant to Item 3 of Part II below, constitutes a prospectus meeting the requirements of Section 10(a) of the Act pursuant to Rule 428(a)(1) under the Act, and each Information State- ment is hereby incorporated by reference in this Registration Statement. All items incorporated herein by reference in Item 3 of Part II below and all other documents required to be delivered to participants pursuant to Rule 428(b) of the Act, shall be made available without charge upon written or oral request. Requests for such documents should be directed to Steven A. LoCascio, King World Productions, Inc., c/o King World Corporation, 830 Morris Turnpike, Short Hills, New Jersey 07078. Under cover of this Form S-8 is a reoffer prospectus prepared in accordance with Part I of Form S-3 under the Act (the "Reoffer Prospec- tus"). The Reoffer Prospectus may be utilized for reofferings and resales of up to 4,536,833 shares of Common Stock acquired by selling stockholders through participation in the Plan and King World Productions, Inc. Incen- tive Equity Compensation Plan for Senior Executives. REOFFER PROSPECTUS KING WORLD PRODUCTIONS, INC. 4,536,833 SHARES COMMON STOCK This Reoffer Prospectus (the "Prospectus") relates to the offering by certain selling stockholders (the "Selling Stockholders") of King World Productions, Inc. (the "Company") who may be deemed "affiliates" of the Company (as such term is defined in Section 405 of the Securities Act of 1933, as amended (the "Act")), of 4,536,833 shares of common stock, $.01 par value ("Common Stock") of the Company, which may be acquired by them pursuant to the exercise of options granted to them pursuant to the Company's 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan and the Company's Incentive Equity Compensation Plan for Senior Executives (the "Plans"). Selling Stockholders may, from time to time, offer all or part of the shares acquired by them pursuant to Awards made by the Company under the Plans on the over-the-counter market or such national securities exchange upon which the Common Stock is traded at the time of such sales, at prices prevailing at the time of such sales, or in negotiated transac- tions. The Company will pay all expenses in preparing and reproducing the Registration Statement of which this Prospectus is a part, but will not receive any part of the proceeds of any sales of such shares. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders will pay the brokerage commissions charged to sellers in connection with such sales. See "Plan of Distribu- tion." The Common Stock is traded on the New York Stock Exchange. On January 23, 1998, the closing price of the Common Stock was $54.44 per share. ____________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ____________ No person has been authorized to give any information or make any representation in connection with this offering other than is contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or any Selling Stockholder. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. However, if any material change occurs while this Prospectus is required by law to be delivered, this Prospectus will be amended or supplemented accordingly. ____________ The date of this Prospectus is January 29, 1998 TABLE OF CONTENTS Available Information . . . . . . . . . . . . . . . . . . . 1 The Company . . . . . . . . . . . . . . . . . . . . . . . . 2 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 2 Selling Stockholders. . . . . . . . . . . . . . . . . . . . 2 Plan of Distribution. . . . . . . . . . . . . . . . . . . . 4 Incorporation of Certain Documents by Reference . . . . . . 4 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 4 Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Other Matters . . . . . . . . . . . . . . . . . . . . . . . 5 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") under the Act with respect to the shares of Common Stock offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement. For further information, reference is made to the Registration Statement and to the exhibits filed therewith. Each statement made in this Prospectus referring to a document filed as an exhibit to the Registration Statement or incorporated herein by reference is qualified by reference to such document. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other information with the Commission. Reports, proxy statements and other information filed by the Company can be inspected and copied at public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., in Washington, D.C., and at the Commission's Regional Offices located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is listed on the New York Stock Exchange. Reports, proxy statements and other information filed by the Company with the Commission can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The Company will promptly furnish, without charge, to each person to whom this Prospectus is delivered, upon written request of such person, a copy of any and all of the information that has been incorporated by reference in this Prospectus (other than exhibits to such information, unless such exhibits are specifically incorporated by reference into such information). Requests for such copies should be directed to Steven A. LoCascio, King World Productions, Inc., c/o King World Corporation, 830 Morris Turnpike, Short Hills, New Jersey 07078. THE COMPANY The Company was incorporated in October 1984 under the laws of the State of Delaware and is the successor to a corporation incorporated in 1964 under the laws of the State of New Jersey to distribute or syndicate feature length films and television programs to television stations. The Company currently distributes first-run syndicated television programming to television stations throughout the United States, in Canada and in a number of other foreign countries. The Company's revenues are currently derived primarily from the first-run strip syndication of the television series THE OPRAH WINFREY SHOW, WHEEL OF FORTUNE, and JEOPARDY!; and INSIDE EDITION. The Company distributes THE OPRAH WINFREY SHOW pursuant to an agreement with Harpo, Inc., the producer of the series. The Company intro- duced THE OPRAH WINFREY SHOW in national television syndication in the 1986-1987 television season and has served as the exclusive distributor of the series since such time. The Company distributes WHEEL OF FORTUNE and JEOPARDY! pursuant to agreements with Columbia TriStar Television (formerly Merv Griffin Enterprises). INSIDE EDITION is produced and distributed by the Company. The Company's corporate headquarters are located at 12400 Wilshire Boulevard, Los Angeles, California 90025, telephone number (310) 826-1108. USE OF PROCEEDS All of the shares of Common Stock are being offered by the Selling Stockholders. The Company will not receive any proceeds from sales of Common Stock by the Selling Stockholders. SELLING STOCKHOLDERS The Selling Stockholders consist of officers and directors (including non-employee directors) of the Company. Such Selling Stockhold- ers may offer up to an aggregate 4,526,833 shares of Common Stock which may be acquired by them pursuant to the exercise of options granted to them under the Plans. There is no assurance that any of the Selling Stockhold- ers will sell any or all of the Common Stock offered by them hereunder. As of January 23, 1998, an aggregate 6,642,018 options have been granted to the Selling Stockholders pursuant to the Plans, of which, as of such date, 4,526,833 options remain outstanding and an aggregate 1,960,834 options have vested and are fully exercisable. The following table sets forth: (i) the name and position of each of the Selling Stockholders, (ii) the number of shares of Common Stock beneficially owned by each Selling Stockholder as of January 23, 1998, (iii) the number of shares of Common Stock that may be offered and sold by each Selling Stockholder pursuant to this Prospectus and (iv) the amount and percentage of the Common Stock to be owned by each Selling Stockholder after completion of this offering. The inclusion in the table of the individuals named therein shall not be deemed to be an admission that any such individuals are "affiliates" of the Company.
Shares Owned Shares Owned as of Shares After Offering ______________ Name and Position January 23, 1998 Offered Number Percentage _________________ __________________ _______ ______ __________ Roger King 3,131,763 1,740,000 1,391,763 3.6% Chairman of the Board and Director Michael King 3,458,150 1,740,000 1,718,150 4.4% Vice Chairman, Chief Executive Officer and Director Jules Haimovitz 250,000 250,000 0 President and Chief Operating Officer Steven R. Hirsch 262,000 262,000 0 President, King World Media Sales, Inc. Steven A. LoCascio 125,000 125,000 0 Senior Vice President and Chief Financial Officer Jonathan Birkhahn 165,000 159,000 6,000 Senior Vice President Business Affairs and General Counsel Michael Spiessbach 100,000 100,000 0 President, King World Ventures Robert V. Madden 102,706 100,000 2,706 Senior Vice President Administration Joel Chaseman 30,833 30,833 0 Director Fredric D. Rosen 10,000 10,000 0 Director Richard King 1,787,565 10,000 1,777,565 4.8% Director __________________________ Includes shares of Common Stock underlying options granted to the Selling Stockholders under the Plans, whether or not exercisable. Assuming all shares that may be offered hereby are sold and based on 36,709,803 shares outstanding on January 23, 1998, as well as shares of Common Stock underlying options granted to each selling stockholder under the Plans, whether or not exercisable. Includes 240,000 shares issuable upon exercise of currently exercis- able stock options granted to Mr. King under the Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 5,750 shares held by Mrs. Roger King. Includes 240,000 shares issuable upon exercise of currently exercis- able stock options granted to Mr. King under the Company's Incentive Equity Compensation Plan for Senior Executives. Less than 1%. Includes 1,035 shares held in Mr. Madden's IRA account, 997 shares held in his wife's IRA account and an aggregate 404 shares held in two trust accounts for the benefit of Mr. Madden's minor daughters. Mr. Madden disclaims beneficial ownership of the shares held by such trusts and by his wife. /TABLE PLAN OF DISTRIBUTION Selling Stockholders may, from time to time, offer all or part of the shares acquired by them pursuant to Awards made by the Company under the Plans on the over-the-counter market or such national securities exchange upon which the Common Stock is traded at the time of such sales, at prices prevailing at the time of such sales, or in negotiated transac- tions. The Company will pay all expenses in preparing and reproducing the Registration Statement of which this Prospectus is a part, but will not receive any part of the proceeds of any sales of such shares. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Selling Stockholders will pay the brokerage commissions charged to sellers in connection with such sales. The Company and the Selling Stockholders may enter into customary agreements concerning indemnification and the provision of information in connection with the sale of the Shares. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated in this Prospectus by reference the following documents which have been filed with the Securities and Exchange Commission (the "Commission"): 1. The Company's Annual Report on Form 10-K for the year ended August 31, 1997. 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1997. 3. The Company's Proxy Statement for its 1998 Annual Meeting of Stockholders. 4. "Description of the Company's Securities to be Registered" contained in the Registration Statement on Form 8-A filed with the Commis- sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and "Description of Capital Stock" contained in the Registration Statement of the Company on Form S-1 (No. 33-8357). All reports subsequently filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act prior to the termination of the offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York 10111. EXPERTS The consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended August 31, 1997, incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said report. OTHER MATTERS The Company's Restated Certificate of Incorporation limits the personal liability of directors to the Company or its stockholders for monetary damages for breaches of fiduciary duty, as directors, except for liability for any breach of directors' duty of loyalty to the Company or its stockholders, or acts or omissions not in good faith or which involve intentional misconduct or violation of law under Section 174 of the Dela- ware General Corporation Law, or any transaction from which a director derived an improper personal benefit. This provision of the Company's Restated Certificate of Incorporation is consistent with the Delaware General Corporation Law, which permits Delaware corporations to include in their certificates of incorporation a provision limiting directors' liability for monetary damages for certain breaches of their fiduciary duties as directors. The Company's By-laws provide for indemnification of officers, directors and employees of the Company to the fullest extent permitted by the Delaware General Corporation Law. Under the Delaware General Corpora- tion Law, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investiga- tive (other than an action by or in the right of the corporation -- a "derivative action") if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and that the Delaware General Corporation Law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Company. The Company also maintains agreements with each of its directors requiring the Company to maintain in effect policies of directors' and officers' liability insurance in specified minimum amounts, or, in lieu thereof, to hold harmless and indemnify the director to the full extent of the coverage that would otherwise have been required to be provided pursuant to the agreement. In addition, the agreements require the Company to hold harmless and indemnify the director, to the full extent permitted by the Delaware General Corporation Law or any other statutory provisions authorizing or permitting indemnification of directors, from and against any losses suffered or incurred by the director in excess of the amounts reimbursed under the Company's directors' and officers liability insurance policy or the indemnity provided in lieu thereof. The foregoing statements are subject to the detailed provisions of Sections 145 and 102(b)(7) of the Delaware General Corporation Law, Article VI of the Company's By-laws, Article IX of the Company's By-laws, Article IX of the Company's Restated Certificate of Incorporation, as amended, and the above-mentioned agreements with each of the Company's directors, as applicable. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers or persons controlling the Company pursuant to the Company's By-laws, the Delaware General Corporation Law or agreements between the Company and its officers, directors and controlling persons, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securi- ties Act and is therefore unenforceable. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. There are hereby incorporated by reference herein the following documents which have been filed with the Securities and Exchange Commission (the "Commission"): 1. The Company's Annual Report on Form 10-K for the year ended August 31, 1997. 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1997. 3. The Company's Proxy Statement for its 1998 Annual Meeting of Stockholders. 4. "Description of Registrant's Securities to be Registered" contained in the Registration Statement on Form 8-A filed with the Commis- sion on August 22, 1986 pursuant to Section 12 of the Exchange Act, and "Description of Capital Stock" contained in the Registration Statement of the Company on Form S-1 (No. 33-8357). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorpo- rated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document 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 that also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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. See Paragraph 4 of Item 3 of Part II of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Restated Certificate of Incorporation limits the personal liability of directors to the Registrant or its stockholders for monetary damages for breaches of fiduciary duty, as directors, except for liability for any breach of directors' duty of loyalty to the Registrant or its stockholders, or acts or omissions not in good faith or which involve intentional misconduct or violation of law under Section 174 of the Dela- ware General Corporation Law, or any transaction from which a director derived an improper personal benefit. This provision of Registrant's Restated Certificate of Incorporation is consistent with the Delaware General Corporation Law, which permits Delaware corporations to include in their certificates of incorporation a provision limiting directors' liability for monetary damages for certain breaches of their fiduciary duties as directors. The Registrant's By-laws provide for indemnification of officers, directors and employees of the Registrant to the fullest extent permitted by the Delaware General Corporation Law. Under the Delaware General Corporation Law, directors and officers as well as other employees and individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, adminis- trative or investigative (other than an action by or in the right of the corporation -- a "derivative action") if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Registrant and, with respect to any criminal action or pro- ceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification extends only to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and that the Delaware General Corporation Law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Registrant. The Registrant also maintains agreements with each of its directors requiring the Registrant to maintain in effect policies of directors' and officers' liability insurance in specified minimum amounts, or, in lieu thereof, to hold harmless and indemnify the director to the full extent of the coverage that would otherwise have been required to be provided pursuant to the agreement. In addition, the agreements require the Registrant to hold harmless and indemnify the director, to the full extent permitted by the Delaware General Corporation Law or any other statutory provisions authorizing or permitting indemnification of direc- tors, from and against any losses suffered or incurred by the director in excess of the amounts reimbursed under the Registrant's directors' and officers liability insurance policy or the indemnity provided in lieu thereof. The foregoing statements are subject to the detailed provisions of Sections 145 and 102(b)(7) of the Delaware General Corporation Law, Article VI of the Company's By-laws, Article IX of the Company's By-laws, Article IX of the Company's Restated Certificate of Incorporation, as amended, and the above-mentioned agreements with each of the Company's directors, as applicable. See "Item 9, Undertakings" for a description of the Commission's position regarding such indemnification provisions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Description _______ ___________ 4.1. Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 2-93987). 4.2. Certificate of Amendment to the Registrant's Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant's Registration State- ment No. 33-8357). 4.3. Registrant's By-laws, as amended October 10, 1996 (in- corporated by reference to Exhibit 3.3 to the Regis- trant's Annual Report on Form 10-K for the fiscal year ended August 31, 1997). 4.4. 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan of the Registrant. 5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the securities being registered. 23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5). 23.2. Consent of Arthur Andersen LLP. 24. Powers of Attorney (included on signature page to original filing).
ITEM 9. UNDERTAKINGS. (a) RULE 415 OFFERING The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-affective 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this 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 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 15(d) of the Securities Act of 1934 that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the 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. (3) To remove from registration by means of a post-effec- tive amendment any of the securities being registered which remain unsold at the termination of the offering. (b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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) INDEMNIFICATION. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and con- trolling persons of the Registrant pursuant to the provisions described in 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 Act and is, therefore, unenforce- able. In the event that a claim for indemnification against such liabili- ties (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. 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 NEW YORK, STATE OF NEW YORK, ON THE 29TH DAY OF JANUARY 1998. KING WORLD PRODUCTIONS, INC. By /s/ Michael King __________________________________ Michael King Chief Executive Officer 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:
Signatures Title Date __________ _____ ____ Chief Executive Officer January 29, 1998 /s/ Michael King and Director Michael King (Principal Executive Officer) Director January 29, 1998 /s/ Roger King Roger King Director January 29, 1998 /s/ Diana King Diana King Director January 29, 1998 /s/ Richard King Richard King Director January 29, 1998 /s/ Fredric D. Rosen Fredric D. Rosen Director January 29, 1998 /s/ Raymond G. Chambers Raymond G. Chambers Chief Financial Officer January 29, 1998 /s/ Steven A. LoCascio Steven A. LoCascio (Principal Financial and Accounting Officer)
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION _______ ___________ 4.1. Registrant's Restated Certificate of Incorpora- tion (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement No. 2- 93987). 4.2. Certificate of Amendment to the Registrant's Re- stated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement No. 33-8357). 4.3. Certificate of Amendment to the Registrant's Re- stated Certificate of Incorporation. 4.4. Registrant's By-laws, as amended October 10, 1996 (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1997). 4.5. 1996 Amended and Restated Stock Option and Re- stricted Stock Purchase Plan of the Registrant (incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1997). 5. Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the secu- rities being registered. 23.1. Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5). 23.2. Consent of Arthur Andersen LLP. 24. Powers of Attorney (included on signature page to original filing). Exhibit 4.3
EX-4.3 2 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORA- TION OF KING WORLD PRODUCTIONS, INC. CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF KING WORLD PRODUCTIONS, INC. KING WORLD PRODUCTIONS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows: FIRST: that at a meeting of the Board of Directors of the Corporation held on October 28, 1997, a resolution was duly passed setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring such amendment to be advisable and directing that such amendment be submitted to the stockholders of the Corporation for their approval at the annual meeting of stockholders to be held on January 19, 1998 (the "Annual Meeting"). The resolution approving the proposed amendment is as follows: RESOLVED, that the Board of Directors hereby proposes, approves and declares the advisability of an amendment to Article IV of the Restated Certificate of Incorporation of the Corporation increasing the number of shares of Common Stock, par value $.01 per share, of the Corporation (the "Common Stock"), that the Corporation is authorized to issue from 75,000,000 to 150,000,000 and the total number of shares which the Corporation is authorized to issue from 80,000,000 to 155,000,000. SECOND: that the amendment to the Restated Certificate of Incorporation effected by this Certificate was duly authorized at the Annual Meeting by the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, after first having been declared advisable by the Board of Directors of the Corporation, all in accordance with the provisions of Section 242 of the General Corporation Law of the state of Delaware. THIRD: that the capital of the Corporation will not be reduced under, or by reason of, the foregoing amendment to the Restated Certificate of Incorporation of the Corporation. FOURTH: that by reason of the approval of the amendment to the Restated Certificate of Incorporation of the Corporation by the stockhold- ers, the first paragraph of Article IV of the Restated Certificate of Incorporation, as previously amended by an amendment thereto dated as of August 27, 1986, shall henceforth read in its entirety as follows: "The total number of shares of stock which the Corporation shall have authority to issue is one hundred fifty-five million (155,000,000) shares, consisting of five million (5,000,000) shares of Preferred Stock, par value $.01 per share (hereinafter called "Preferred Stock"), and one hundred fifty million (150,000,000) shares of Common Stock, par value $.01 per shares (hereinafter called "Common Stock")." IN WITNESS WHEREOF, KING WORLD PRODUCTIONS, INC. has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by an officer of the Corporation thereunto duly authorized, hereby declaring, certifying and acknowledging under penalties of perjury that the facts herein stated are true and that this Certificate of Amendment is the act and deed of the Corporation this 28th day of January 1998. KING WORLD PRODUCTIONS, INC. By________________________________ Exhibit 5 EX-5 3 OPINION OF REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL (Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol) January 29, 1998 King World Productions, Inc. 830 Morris Turnpike Short Hills, New Jersey 07078 King World Productions, Inc. Registration Statement on Form S-8 __________________________________ Dear Sirs: We have acted as counsel to King World Productions, Inc., a Delaware corporation (the "Company"), in connection with the preparation of its Registration Statement on Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933, as amended (the "Act"), relating to the offering of an aggregate 1,000,000 (pre-stock dividend) shares of its Common Stock, $.01 par value (the "Shares"), pursuant to the Company's 1996 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"). In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Agreements and the Certificate of Incorporation and By-laws of the Company. Based upon such examination, we are of opinion that: 1. The Company has been duly organized and is validly existing as a corporation under the laws of the State of Delaware. 2. When issued and sold upon the exercise of options granted or pursuant to awards made in accordance with the terms of the Plan, each of the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm under "Legal Matters" in the Prospectus comprising a part of the Registration Statement. Very truly yours, Exhibit 23.2 EX-23.2 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated October 24, 1997 included in King World Productions, Inc.'s Annual Report on Form 10-K for the year ended August 31, 1997 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP New York, New York January 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----