-----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, LqntLNTd3viPRf9pJ0v1B3/XKc8fcc6ihbciQBevPgO0E1HuLQY416YI9myJyt5h h+0c8bkA9COg9qIesHj4jQ== 0000950123-96-004856.txt : 19960906 0000950123-96-004856.hdr.sgml : 19960906 ACCESSION NUMBER: 0000950123-96-004856 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960904 EFFECTIVENESS DATE: 19960923 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: 1933 Act SEC FILE NUMBER: 333-11363 FILM NUMBER: 96625552 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123154000 S-8 1 KING WORLD PRODUCTIONS, INC. 1 Registration No. 333- ================================================================================ 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 jurisdiction of (I.R.S. employer incorporation or organization) identification number) 1700 Broadway New York, New York 10019 (Address of Principal Executive Offices) (Zip Code) ------------ KING WORLD PRODUCTIONS, INC. 1995 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN (Full title of the Plan) ------------ Stephen W. Palley Executive Vice President and Chief Operating Officer King World Productions, Inc. 1700 Broadway New York, New York 10019 (Name and address of agent for service) (212) 315-4000 (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(1) price(1) fee - ------------------------------------------------------------------------------------------ Common Stock, $.01 par value 3,000,000 shs. $35.875 $107,625,000 $37,112.07 ==========================================================================================
(1) 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 August 23, 1996. ================================================================================ 2 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 shares of common stock, $.01 par value ("Common Stock") of King World Productions, Inc. (the "Registrant") issuable pursuant to the Registrant's and its subsidiaries' 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"). Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus to be delivered pursuant to this Registration Statement will be a combined prospectus relating to (i) the shares registered hereunder, (ii) the remaining unsold shares registered under Registration Statement No. 33- 30694, and (iii) the remaining unsold shares registered under Registration Statement 33-54691. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 33-30694 and Post-Effective Amendment No. 1 to Registration Statement No. 33-54691. The Post- Effective Amendments shall become effective upon filing in accordance with Section 8(c) if the Securities Act of 1933 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 Statement is hereby incorporated by reference in this Registration Statement. 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 Prospectus"). The Reoffer Prospectus may be utilized for reofferings and resales of up to 3,458,638 shares of Common Stock acquired by selling stockholders through participation in the Plan. 1 3 REOFFER PROSPECTUS KING WORLD PRODUCTIONS, INC. 3,458,638 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 3,458,638 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 and its Subsidiaries' 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"). Selling Stockholders may, from time to time, offer all or part of the shares acquired by them pursuant Awards made by the Company under the Plan 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 transactions. 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 Distribution." The Common Stock is traded on the New York Stock Exchange. On August 23, 1996, the closing price of the Common Stock was $35.875 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 September 3, 1996. 4 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 Validity of the Shares................................................. 4 Experts................................................................ 5 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 1 5 be directed to Steven A. LoCascio, King World Productions, Inc., c/o King World Corporation, 830 Morris Turnpike, Short Hills, New Jersey 07078. 2 6 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 licenses to distribute The Oprah Winfrey Show, Wheel of Fortune, and Jeopardy!; and Inside Edition, a first-run syndicated series produced and distributed by the Company. The Company distributes The Oprah Winfrey Show pursuant to an agreement with Harpo, Inc., the producer of the series. The Company introduced 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). The Company's corporate headquarters are located at 1700 Broadway, New York, New York 10019, telephone number (212) 315-4000. 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 Stockholders may offer up to an aggregate 3,458,638 shares of Common Stock which may be acquired by them pursuant to the exercise of options granted to them under the Plan. There is no assurance that any of the Selling Stockholders will sell any or all of the Common Stock offered by them hereunder. As of August 23, 1996, an aggregate 3,843,684 options have been granted to the Selling Stockholders pursuant to the Plan, of which, as of such date, the 3,458,638 options remain outstanding and an aggregate 202,638 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 August 23, 1996, (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. 3 7
Shares Owned Shares Owned After Offering(1) as of Shares ----------------- Name and Position August 23, 1996(2) Offered Number Percentage - ----------------- ------------------ ------- ------ ---------- Roger King 3,524,900(3) 1,500,000 2,024,900(3) 5.40% Chairman of the Board and Director Michael King 3,658,150(4) 1,500,000 2,158,150(4) 5.75% President and Chief Executive Officer and Director Stephen W. Palley 298,000 250,000 48,000 * Executive Vice President and Chief Operating Officer Steven R. Hirsch 112,000 112,000 0 * President, Camelot Entertainment Sales, Inc. Steven A. LoCascio 62,000 62,000 0 * Interim Chief Financial Officer and Controller James M. Rupp 17,868 12,138 5,730 * Director Joel Chaseman 22,500 22,500 0 * Director
- -------------------------- * Less than 1%. (1) Assuming all shares that may be offered hereby are sold and based on 37,292,145 shares outstanding on August 23, 1996, as well as shares of Common Stock underlying options granted to each selling stockholder under the Plan, whether or not exercisable as of, or within 60 days of, August 23, 1996. (2) Includes shares of Common Stock underlying options granted to the Selling Stockholders under the Plan, whether or not exercisable as of, or within 60 days of, August 23, 1996. (3) Includes 240,000 shares issuable upon exercise of currently exercisable 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. (4) Includes 240,000 shares issuable upon exercise of currently exercisable stock options granted to Mr. King under the Company's Incentive Equity Compensation Plan for Senior Executives, and excludes 600 shares of Common Stock held by Mrs. Michael King in trust for the benefit of her nephews. 4 8 PLAN OF DISTRIBUTION Selling Stockholders may, from time to time, offer all or part of the shares acquired by them pursuant Awards made by the Company under the Plan 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 transactions. 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 twelve months ended August 31, 1995. 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1995. 3. The Company's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 1996. 4. The Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1996. 5. The Company's Quarterly Report on Form 10-Q/A for the quarterly period ended February 29, 1996. 6. "Description of the Company's Securities to be Registered" contained in the Registration Statement on Form 8-A filed with the Commission 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. 5 9 EXPERTS The consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended August 31, 1995, 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 Delaware 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 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, administrative 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 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities Act and is therefore unenforceable. 6 10 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 twelve months ended August 31, 1995. 2. The Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1995. 3. The Company's Quarterly Report on Form 10-Q for the quarterly period ended February 29, 1996. 4. The Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 1996. 5. The Company's Quarterly Report on Form 10-Q/A for the quarterly period ended February 29, 1996. 6. "Description of Registrant's Securities to be Registered" contained in the Registration Statement on Form 8-A filed with the Commission 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 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 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. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 7 11 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 Delaware 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, administrative 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 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 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 directors, 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. See "Item 9, Undertakings" for a description of the Commission's position regarding such indemnification provisions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 8 12 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 Statement No. 33-8357). 4.3. Registrant's By-laws, as amended April 28, 1988 (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1993). 5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the securities being registered. 10.1 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan of the Registrant. 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 hereto). 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-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; (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; 9 13 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 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) 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 controlling 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, 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. 10 14 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 3RD DAY OF SEPTEMBER 1996. KING WORLD PRODUCTIONS, INC. By/s/ Stephen W. Palley ---------------------------------------------------- Stephen W. Palley Executive Vice President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS STEPHEN W. PALLEY AND JONATHAN BIRKHAHN, AND EACH OF THEM, OR ANY ONE OF THEM, HIS OR HER TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR AND IN HIS OR HER NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL 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 ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, OR ANY OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OR ANY OF THEM OR HIS OR THEIR 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 BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Michael King President and Director September 3, 1996 - -------------------------- (Principal Executive Officer) Michael King /s/ Roger King Director September 3, 1996 Roger King /s/ Stephen W. Palley Director September 3, 1996 - -------------------------- Stephen W. Palley /s/ Diana King Director September 3, 1996 - -------------------------- Diana King
15 /s/ Richard King Director September 3, 1996 - -------------------------- Richard King /s/ Ronald S. Konecky Director September 3, 1996 - -------------------------- Ronald S. Konecky /s/ James M. Rupp Director September 3, 1996 - -------------------------- James M. Rupp /s/ Joel Chaseman Director September 3, 1996 - -------------------------- Joel Chaseman /s/ Steven A. LoCascio Interim Chief Financial Officer September 3, 1996 - -------------------------- (Principal Financial Officer) Steven A. LoCascio /s/ Steven A. LoCascio Vice President and Controller September 3, 1996 - -------------------------- (Principal Accounting Officer) Steven A. LoCascio
16 EXHIBIT INDEX 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 Statement No. 33-8357). 4.3. Registrant's By-laws, as amended April 28, 1988 (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1993). 5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the securities being registered. 10.1 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan of the Registrant. 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). EX-5 2 OPINION 1 Exhibit 5 (Letterhead of Reboul, MacMurray, Hewitt, Maynard & Kristol) September 3, 1996 King World Productions, Inc. 830 Morris Turnpike Short Hills, New Jersey 07078 King World Productions, Inc. Registration Statement on Form S-3 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 3,000,000 shares of its Common Stock, $.01 par value (the "Shares"), pursuant to the Registrant's 1995 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, 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, /s/ Reboul, MacMurray, Hewitt, Maynard & Kristol EX-10.1 3 STOCK OPTION PLAN 1 EXHIBIT 10.1 KING WORLD PRODUCTIONS, INC. 1995 AMENDED AND RESTATED STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN SECTION 1. Purpose. The purpose of the King World Productions, Inc. 1995 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan") is to promote the interests of King World Productions, Inc., a Delaware corporation (the "Company"), and any Subsidiary thereof, and its stockholders, by providing an opportunity to selected employees, officers and directors of the Company or any Subsidiary thereof as of the date of the adoption of this Plan or at any time thereafter to purchase Common Stock of the Company. By encouraging such stock ownership, the Company seeks to attract, retain and motivate such employees and persons and to encourage such employees and persons to devote their best efforts to the business and financial success of the Company. It is intended that this purpose will be effected by the granting of "non-qualified stock options" and/or "incentive stock options" to acquire the common stock of the Company and/or by the granting of rights to purchase the common stock of the Company on a "restricted stock" basis. Under the Plan, the Board of Directors (or the Committee) shall have the authority (in its sole discretion) to grant "incentive stock options" within the meaning of Section 422(b) of the Code, "non-qualified stock options" as described in Treasury Regulation Section 1.83-7 or any successor regulation thereto, or "restricted stock" awards. The Plan amends and restates the Company's 1989 Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "1989 Stock Plan"), adopted by the Company on May 4, 1989, as amended and restated by the Company on January 24, 1994. The 1989 Stock Plan amended and restated, and incorporated into one document, the Incentive Stock Option Plan and the Non-Qualified Stock Option Plan, both adopted by the Company on October 24, 1984 (collectively, the "1985 Stock Plans"). SECTION 2. Definitions. For purposes of this Plan, the following terms used herein shall have the following meanings, unless a different meaning is clearly required by the context. "Award" shall mean an award of the right to purchase Common Stock granted under the provisions of Section 7 of the Plan. "Board of Directors" shall mean the Board of Directors of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Committee" shall mean the committee of the Board of Directors referred to in Section 5 hereof. "Common Stock" shall mean the Common Stock, $.01 par value, of the Company. "Disinterested Person" shall mean a disinterested person within the meaning of Rule 16b- 3(c) of the Exchange Act. "Employee" shall mean (i) with respect to an ISO, any person including an officer or director of the Company, who, at the time an ISO is granted to such person hereunder, is employed on a full-time basis by the Company or any Subsidiary of the Company, and (ii) with respect to a Non-Qualified Option and/or an Award, any person employed by, or performing services for, the Company or any Subsidiary of the Company, including, without limitation, directors and officers. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. "ISO" shall mean an Option granted under the Plan which constitutes and shall be treated as an "incentive stock option" as defined in Section 422(b) of the Code. 2 "Non-Qualified Option" shall mean an Option granted to a Participant pursuant to the Plan which is intended to be, and qualifies as, a "non-qualified stock option" as described in Treasury Regulation Section 1.83-7 and which shall not constitute or be treated as an ISO. "Option" shall mean any ISO or Non-Qualified Option granted to an Employee pursuant to this Plan. "Participant" shall mean any Employee to whom an Award and/or an Option is granted under this Plan. "Parent of the Company" shall have the meaning set forth in Section 424(e) of the Code. "Subsidiary of the Company" shall have the meaning set forth in Section 424(f) of the Code. SECTION 3. Eligibility. Awards and/or Options may be granted to any Employee. The Board of Directors (or the Committee) shall have the sole authority to select the persons to whom Awards and/or Options are to be granted hereunder, and to determine whether a person is to be granted a Non- Qualified Option, an ISO or an Award or any combination thereof. No person shall have any right to participate in the Plan. Any person selected by the Board of Directors (or the Committee) for participation during any one period will not by virtue of such participation have the right to be selected as a Participant for any other period. SECTION 4. Common Stock Subject to the Plan. 4.1. The total number of shares of Common Stock for which Options and/or Awards may be granted under this Plan shall not exceed in the aggregate seven million eight hundred thousand (7,800,000) shares of Common Stock, including shares of Common Stock reserved under the 1989 Stock Plan and the 1985 Stock Plans. 4.2. The shares of Common Stock that may be subject to Options and/or Awards granted under this Plan may be either authorized and unissued shares or shares reacquired at any time and now or hereafter held as treasury stock as the Board of Directors may determine. In the event that any outstanding Option or Award expires, is terminated or is forfeited for any reason, the shares allocable to the unexercised portion of such Option or Award may again be subject to an Option and/or Award granted under this Plan, except that the shares allocable to the forfeited portion of any such Award shall not again be subject to an Option and/or Award granted under this Plan if the Participant received any of the benefits of ownership of the Common Stock underlying the unexercised or forfeited portion of such Award. 4.3. Special ISO Limitations. (a) The aggregate fair market value (determined as of the date an ISO is granted) of the shares of Common Stock with respect to which ISOs are exercisable for the first time by an Employee during any calendar year (under all Incentive Stock Option Plans of the Company or any Parent or Subsidiary of the Company) shall not exceed $100,000. (b) No ISO shall be granted to an Employee who, at the time the ISO is granted, owns (actually or constructively under the provisions of Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, unless the option price is at least 110% of the fair market value (determined as of the time the ISO is granted) of the shares of Common Stock subject to the ISO and the ISO by its terms is not exercisable more than five years from the date it is granted. 3 4.4. Notwithstanding any other provision of the Plan, the provisions of Sections 4.3(a) and (b) shall not apply, nor shall they be construed to apply, to any Non-Qualified Option or Award granted under the Plan. 4.5 Notwithstanding any other provision of this Plan, no person shall be granted Options and/or Awards for more than 1,500,000 shares of Common Stock in any period of five fiscal years. SECTION 5. Administration of the Plan. 5.1. The Plan shall be administered by (i) the Board of Directors, provided that each of the members of the Board of Directors is a Disinterested Person, or (ii) by a committee of two or more directors (the "Committee"), each of whom is a Disinterested Person, established by the Board of Directors. The Committee shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. 5.2. (a) Options. The Board of Directors (or the Committee) shall have the sole authority and discretion under this Plan (i) to select the Participants who are to be granted Options hereunder; (ii) to designate whether any Option to be granted hereunder is to be an ISO or a Non- Qualified Option; (iii) to establish the number of shares of Common Stock that may be issued under each Option; (iv) to determine the time and the conditions subject to which Options may be exercised in whole or in part; (v) to determine the form of the consideration that may be used to purchase shares of Common Stock upon exercise of any Option (including the circumstances under which the Company's issued and outstanding shares of Common Stock may be used by a Participant to exercise an Option); (vi) to impose restrictions and/or conditions with respect to shares of Common Stock acquired upon exercise of an Option; (vii) to determine the circumstances under which shares of Common Stock acquired upon exercise of any Option may be subject to repurchase by the Company; (viii) to determine the circumstances and conditions subject to which shares acquired upon exercise of an Option may be sold or otherwise transferred, including, without limitation, the circumstances and conditions subject to which a proposed sale of shares of Common Stock acquired upon exercise of an Option may be subject to the Company's right of first refusal (as well as the terms and conditions of any such right of first refusal); (ix) to establish a vesting provision for any Option relating to the time (or the circumstance) when the Option may be exercised by a Participant, including vesting provisions which may be contingent upon the Company meeting specified financial goals; (x) to accelerate the time when outstanding Options may be exercised, provided, however, that any ISOs shall be "accelerated" within the meaning of Section 424(h) of the Code; and (xi) to establish any other terms, restrictions and/or conditions applicable to any Option not inconsistent with the provisions of this Plan. (b) Awards. The Board of Directors (or the Committee) shall have the sole authority and discretion under this Plan (i) to select the Participants who are to be granted Awards hereunder; (ii) to determine the amount to be paid by a Participant to acquire shares of Common Stock pursuant to an Award, which amount may be equal to, more than or less than 100% of the fair market value of such shares on the date the Award is granted (but in no event less than the par value of such shares); (iii) to determine the time or times and the conditions subject to which Awards may be made; (iv) to determine the time or times and the conditions subject to which the shares of Common Stock subject to an Award are to become vested and no longer subject to repurchase by the Company; (v) to establish transfer restrictions and the terms and conditions on which any such transfer restrictions with respect to an Award shall lapse; (vi) to establish vesting provisions with respect to any shares of Common Stock subject to an Award, including vesting provisions which may be contingent upon the Company meeting specified financial goals; (vii) to determine the circumstances under which shares of Common Stock acquired pursuant to an Award may be subject to repurchase by the Company; (viii) to determine the time or times and the conditions subject to which any shares of Common Stock subject to an Award may be repurchased by the Company (as well as the terms and conditions of any such repurchase); (ix) to determine the circumstances and conditions subject to which a proposed sale of shares of Common Stock subject to an Award may be subject to the Company's right of first refusal (as well as the terms and conditions of any such right of first refusal); (x) to determine the form of consideration that may be used to purchase shares of Common Stock pursuant to an Award (including the circumstances under which the Company's issued 4 and outstanding shares of Common Stock may be used by a Participant to purchase the Common Stock subject to an Award); (xi) to accelerate the time at which any or all restrictions imposed with respect to any shares of Common Stock subject to an Award will lapse or otherwise remove any and all such restrictions; and (xii) to establish any other terms, restrictions and/or conditions applicable to any Award not inconsistent with the provisions of this Plan. 5.3. The Board of Directors (or the Committee) shall be authorized to interpret the Plan and may, from time to time, adopt such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem advisable to carry out the purpose of this Plan. 5.4. The interpretation and construction by the Board of Directors (or the Committee) of any provision of the Plan, any Option and/or Award granted hereunder or any agreement evidencing any such Option and/or Award shall be final and conclusive upon all parties. 5.5. Directors (or members of the Committee, if established) may vote on any matter affecting the administration of the Plan or the granting of Options or Awards under the Plan. 5.6. All expenses and liabilities incurred by the Board of Directors (or the Committee) in the administration of the Plan shall be borne by the Company. The Board of Directors (or the Committee) may employ attorneys, consultants, accountants or other persons in connection with the administration of the Plan. The Company, and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member of the Board of Directors (or the Committee) shall be liable for any action, determination or interpretation taken or made in good faith with respect to the Plan or any Option and/or Award granted hereunder. SECTION 6. Terms and Conditions of Options. 6.1. ISOs. The terms and conditions of each ISO granted under the Plan shall be specified by the Board of Directors (or the Committee) and shall be set forth in an ISO agreement between the Company and the Participant in such form as the Board of Directors (or the Committee) shall approve. The terms and conditions of each ISO shall be such that each ISO issued hereunder shall constitute and shall be treated as an "incentive stock option" as defined in Section 422 of the Code. The terms and conditions of any ISO granted hereunder need not be identical to those of any other ISO granted hereunder. The terms and conditions of each ISO shall include the following: (a) The option price shall be fixed by the Board of Directors (or the Committee) but shall in no event be less than 100% (or 110% in the case of an Employee referred to in Section 4.3(b) hereof) of the fair market value of the shares of Common Stock subject to the ISO on the date the ISO is granted. For purposes of this Plan, the fair market value per share of Common Stock as of any day shall mean the average of the closing prices of sales of shares of Common Stock on all national securities exchanges on which the Common Stock may at the time be listed or, if there shall have been no sales on any such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock shall not be so listed, the average of the representative bid and asked prices quoted in the NASDAQ system as of the 3:30 p.m., New York time, on such day, or, if on any day the Common Stock shall not be quoted in the NASDAQ system, the average of the high and low bid and asked prices on such day in the over-the-counter market as reported by National Quotation Bureau Incorporated, or any similar successor organization. If at any time the Common Stock is not listed on any national securities exchange or quoted in the NASDAQ system or the over-the-counter market, the fair market value of the shares of Common Stock subject to an Option on the date the ISO is granted shall be the fair market value thereof determined in good faith by the Board of Directors (or the Committee). 5 (b) ISOs, by their terms, shall not be transferable otherwise than by will or the laws of descent and distribution, and, during an Optionee's lifetime, an ISO shall be exercisable only by the Optionee. (c) The Board of Directors (or the Committee) shall fix the term of all ISOs granted pursuant to the Plan (including the date on which such ISO shall expire and terminate), provided, however, that such term shall in no event exceed ten years from the date on which such ISO is granted (or, in the case of an ISO granted to an Employee referred to in Section 4.3(b) hereof, such term shall in no event exceed five years from the date on which such ISO is granted). Each ISO shall be exercisable in such amount or amounts, under such conditions and at such times or intervals or in such installments as shall be determined by the Board of Directors (or the Committee) in its sole discretion. (d) In the event that the Company or any Parent or Subsidiary of the Company is required to withhold any Federal, state or local taxes in respect of any compensation income realized by the Participant as a result of any "disqualifying disposition" of any shares of Common Stock acquired upon exercise of an ISO granted hereunder, the Company shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or local taxes, such Participant will be required to pay to the Company, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. A Participant may use issued and outstanding Common Stock for the payment of taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the Board of Directors in its sole discretion. (e) In the sole discretion of the Board of Directors (or the Committee), the terms and conditions of any ISO may (but need not) include any of the following provisions: (i) In the event a Participant shall cease to be employed by the Company or any Parent or Subsidiary of the Company on a full-time basis for any reason other than as a result of his death or "disability" (within the meaning of Section 22(e)(3) of the Code), the unexercised portion of any ISO held by such Participant at that time may only be exercised within one month after the date on which the Participant ceased to be so employed, and only to the extent that the Participant could have otherwise exercised such ISO as of the date on which he ceased to be so employed. (ii) In the event a Participant shall cease to be employed by the Company or any Parent or Subsidiary of the Company on a full-time basis by reason of his "disability" (within the meaning of Section 22(e)(3) of the Code), the unexercised portion of any ISO held by such Participant at that time may only be exercised within one year after the date on which the Participant ceased to be so employed, and only to the extent that the Optionee could have otherwise exercised such ISO as of the date on which he ceased to be so employed. (iii) In the event a Participant shall die while in the full-time employ of the Company or a Parent or Subsidiary of the Company (or within a period of one month after ceasing to be an Employee for any reason other than such "disability" or within a period of one year after ceasing to be an Employee by reason of such "disability"), the unexercised portion of any ISO held by such Participant at the time of his death may only be exercised within one year after the date of such Participant's death, and only to the extent that the Participant could have otherwise exercised such ISO at the time of his death. In such event, such ISO may be exercised by the executor or administrator of the Participant's estate or by any person or persons who shall have acquired the ISO directly from the Participant by bequest or inheritance. 6 6.2. Non-Qualified Options. The terms and conditions of each Non-Qualified Option granted under the Plan shall be specified by the Board of Directors (or the Committee), in its sole discretion, and shall be set forth in a written option agreement between the Company and the Participant in such form as the Board of Directors (or the Committee) shall approve. The terms and conditions of each Option will be such that each Option issued hereunder shall not constitute or be treated as an "incentive stock option", as defined in Section 422 of the Code, and will be a "non-qualified stock option" for Federal income tax purposes. The terms and conditions of any Option granted hereunder need not be identical to those of any other Option granted hereunder. The terms and conditions of each Non-Qualified Option Agreement shall include the following: (a) The option (exercise) price shall be fixed by the Board of Directors (or the Committee) and may be equal to more than or less than 100% of the fair market value of the shares of Common Stock subject to the Non-Qualified Option on the date such Non-Qualified Option is granted. (b) The Board of Directors (or the Committee) shall fix the term of all Non- Qualified Options granted pursuant to the Plan (including the date on which such Non-Qualified Option shall expire and terminate). Such term may be more than ten years from the date on which such Non-Qualified Option is granted. Each Non-Qualified Option shall be exercisable in such amount or amounts, under such conditions and at such times or intervals or in such installments as shall be determined by the Board of Directors (or the Committee) in its sole discretion. (c) Non-Qualified Options shall not be transferable otherwise than by will or the laws of descent and distribution, and during a Participant's lifetime a Non-Qualified Option shall be exercisable only by the Participant. (d) In the event that the Company is required to withhold any Federal, state or local taxes in respect of any compensation income realized by the Participant in respect of a Non- Qualified Option granted hereunder or in respect of any shares of Common Stock acquired upon exercise of a Non-Qualified Option, the Company shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld or, if such payments are insufficient to satisfy such Federal, state or local taxes, or if no such payments are due or to become due to such Participant then such Participant will be required to pay to the Company, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the Board of Directors in its sole discretion. SECTION 7. Terms and Conditions of Awards. The terms and conditions of each Award granted under the Plan shall be specified by the Board of Directors (or the Committee), in its sole discretion, and shall be set forth in a written agreement between the Participant and the Company, in such form as the Board of Directors (or the Committee) shall approve. The terms and provisions of any Award granted hereunder need not be identical to those of any other Award granted hereunder. The terms and conditions of each Award shall include the following: (a) The amount to be paid by a Participant to acquire the shares of Common Stock pursuant to an Award shall be fixed by the Board of Directors (or the Committee) and may be equal to more than or less than 100% of the fair market value of the shares of Common Stock subject to the Award on the date the Award is granted. 7 (b) Each Award shall contain such vesting provisions, such transfer restrictions and such other restrictions and conditions as the Board of Directors (or the Committee), in its sole discretion, may determine, including, without limitation, the circumstances under which the Company shall have the right and option to repurchase shares of Common Stock acquired pursuant to an Award. (c) Stock certificates representing Common Stock acquired pursuant to an Award shall bear a legend referring to the restrictions imposed on such Stock and such other matters as the Board of Directors may determine. (d) In the event that the Company is required to withhold any Federal, state or local taxes in respect of any compensation income realized by the Participant in respect of an Award granted hereunder, or in respect of any shares acquired pursuant to an Award, or in respect of the vesting of any such shares of Common Stock, then the Company shall deduct from any payments of any kind otherwise due to such Participant the aggregate amount of such Federal, state or local taxes required to be so withheld, or, if such payments are insufficient to satisfy such Federal, state or local taxes, or if no such payments are due or become due to such Participant, then such Participant will be required to pay to the Company, or make other arrangements satisfactory to the Company regarding payment to the Company of, the aggregate amount of any such taxes. All matters with respect to the total amount of taxes to be withheld in respect of any such compensation income shall be determined by the Board of Directors in its sole discretion. SECTION 8. Adjustments. In the event that, after the adoption of the Plan by the Board of Directors, the outstanding shares of the Company's Common Stock shall be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation through reorganization, merger or consolidation, recapitalization, reclassification, stock split, split-up, combination or exchange of shares or declaration of any dividends payable in Common Stock or other corporate transaction, the Board of Directors shall appropriately adjust (i) the number of shares of Common Stock (and the option price per share) subject to the unexercised portion of any outstanding Option (to the nearest possible full share), provided, however, that the limitations of Section 424 of the Code shall apply with respect to adjustments made to ISOs; (ii) the number of shares of Common Stock to be acquired pursuant to an Award; and (iii) the number of shares of Common Stock for which Options and/or Awards may be granted under this Plan, as set forth in Sections 4.1 and 4.5 hereof, and such adjustments shall be effective and binding for all purposes of this Plan. SECTION 9. Effect of the Plan on Employment Relationship. Neither this Plan nor any Option and/or Award granted hereunder to a Participant shall be construed as conferring upon such Participant any right to continue in the employ of the Company or the service of the Company or any Subsidiary, as the case may be, or limit in any respect the right of the Company or any Subsidiary to terminate such Participant's employment or other relationship with the Company or any Subsidiary, as the case may be, at any time. SECTION 10. Amendment of the Plan. The Board of Directors may amend the Plan from time to time as it deems desirable; provided, however, that, without the approval of the holders of a majority of the shares of Common Stock present or represented and entitled to vote thereon at a meeting of stockholders, the Board of Directors may not amend the Plan (i) to increase (except for increases due to adjustments in accordance with Section 8 hereof) the aggregate number of shares of Common Stock for which Options and/or Awards may be granted hereunder, (ii) to decrease the minimum exercise price specified by the Plan in respect of ISOs, or (iii) to change the class of Employees eligible to receive ISOs under the Plan. Notwithstanding the foregoing, if stockholder approval is required in order to comply with (a) Section 422 of the Code in respect of ISOs, or (b) rules promulgated under Section 16(b) of the Exchange Act, the Board of Directors may not amend the Plan without stockholder approval. 8 SECTION 11. Termination of the Plan. The Board of Directors may terminate the Plan at any time. Unless the Plan shall theretofore have been terminated by the Board of Directors, the Plan shall terminate ten years after the date of its initial adoption by the Board of Directors. No Option and/or Award may be granted hereunder after termination of the Plan. The termination or amendment of the Plan shall not alter or impair any rights or obligations under any Option and/or Award theretofore granted under the Plan. SECTION 12. Effective Date of the Plan. This 1995 Amended and Restated Stock Option and Restricted Stock Plan, and any amendments thereof requiring stockholder approval, shall become effective as of the date on which the Plan is approved by affirmative vote of the holders of a majority of the shares of Common Stock present or represented and entitled to vote at a meeting of stockholders of the Company at which the approval of the Plan (or of any such amendment) is considered. EX-23.2 4 CONSENT 1 Exhibit 23.2 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, 1995 included in King World Production, Inc.'s Annual Report on Form 10-K for the year ended August 31, 1995 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP New York, New York August 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----