-----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, U/YKXagfLwJEovMo8zAngzpk+DOiX9D1xDZQs133lDaKadRaqMFCYeNGu7NlWHWL dvmgEwNdaSTWkkrROGAXWw== 0000950150-96-000547.txt : 19960614 0000950150-96-000547.hdr.sgml : 19960614 ACCESSION NUMBER: 0000950150-96-000547 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960613 EFFECTIVENESS DATE: 19960702 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEFTEL BROADCASTING CORP CENTRAL INDEX KEY: 0000922503 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 990113417 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-05887 FILM NUMBER: 96580248 BUSINESS ADDRESS: STREET 1: 6767 WEST TROPICANA AVE CITY: LAS VEGAS STATE: NV ZIP: 89603 BUSINESS PHONE: 7023673322 S-8 1 FORM S-8 1 As Filed with the Securities and Exchange Commission on June 13, 1996 File No. 333 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- HEFTEL BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) Delaware 99-0113417 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 6767 West Tropicana Avenue, Suite 102 Las Vegas, Nevada 89103 (Address of Principal Executive Offices) HEFTEL BROADCASTING CORPORATION STOCK OPTION PLAN (Full Title of the Plan) H. CARL PARMER, PRESIDENT AND CO-CHIEF EXECUTIVE OFFICER HEFTEL BROADCASTING CORPORATION 6767 West Tropicana Avenue Las Vegas, Nevada 89103 (Name and address of agent for service) (702) 367-3322 (Telephone number, including area code, of agent for service) Copies of Communications to: FREDERICK W. GARTSIDE, ESQ. JEFFER, MANGELS, BUTLER & MARMARO LLP 2121 Avenue of the Stars, 10th Floor Los Angeles, California 90067 (310) 203-8080
CALCULATION OF REGISTRATION FEE ======================================================================================================================= Title of securities Amount Proposed Proposed Amount of to be to be Maximum Offering Maximum Registration Registered Registered(1) Price per share Aggregate Offering Price Fee (2) - ----------------------------------------------------------------------------------------------------------------------- Class A Common 750,000 $27.375 $20,531,250 $7,079.74 Stock, $.001 par value, to be issued under Stock Option Plan =======================================================================================================================
(1) This Registration Statement also includes an indeterminable number of additional shares that may become issuable, pursuant to the antidilution adjustment provisions of the Heftel Broadcasting Corporation Stock Option Plan. (2) Calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933. The total registration fee is based on the last sale reported on the Nasdaq National Market on June 5, 1996. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such documents are not filed with the Commission either as part of this registration statement or as a prospectus or prospectus supplement pursuant to Rule 424. I-1 3 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed by the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 with the Securities and Exchange Commission are incorporated herein by reference. (a) The Registrant's Annual Report on Form 10-K for the year ended September 30, 1995; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above; (c) The description of the Registrant's Class A Common Stock which is contained in the Registrant's Registration Statement on Form 8-A which was filed by the Registrant under the Securities Act of 1933 on April 29, 1994 (File No. 33-78370), as amended on May 20, 1994, June 17, 1994, July 8, 1994, and July 15, 1994. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby 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, except as to any portion of any future Annual or Quarterly Report to Stockholders which is not deemed to be filed under said provisions. Any statement made 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 such statement is replaced or modified by a statement contained in a subsequently dated document incorporated by reference or contained in this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL John E. Mason, a director of the Registrant, is of counsel to Jeffer, Mangels, Butler & Marmaro LLP. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Pursuant to the provisions of the Delaware General Corporation Law, the Restated Certificate of Incorporation of the Company includes a provision which eliminates the personal liability of its directors to the Company and its stockholders for monetary damage to the fullest extent permissible under Delaware law. This provision does not eliminate liability (a) for any breach of a director's loyalty to the Company or its stockholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) in connection with payment of any illegal dividend or an illegal stock repurchase; or (d) for any transaction from which the director derives an improper personal benefit. Further, this provision has no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable remedies available to the Company's stockholders for any violation of a director's fiduciary duty to the Company or its stockholders. II-1 4 The Company's Restated Certificate of Incorporation authorizes the Company to indemnify its officers, directors and other agents to the fullest extent permissible by Delaware law, exclusive of rights provided through bylaw provisions, agreements, vote of stockholders or disinterested directors or otherwise. The Company's Restated Certificate of Incorporation also authorizes the Company to indemnify its officers, directors and agents for breach of duty to the corporation and its stockholders through bylaw provisions, agreements or both, in excess of the indemnification otherwise permitted under Delaware law, subject to certain limitations. The Company has entered into indemnification agreements with all of its directors whereby the Company will indemnify each such person (an "indemnitee") against certain claims arising out of certain past, present or future acts, omissions or breaches of duty committed by an indemnitee while serving in his or her capacity. Such indemnification does not apply to acts or omissions which are knowingly fraudulent, deliberately dishonest or arise from willful misconduct. Indemnification will only be provided to the extent the indemnitee has not already received payments in respect of such claim from the Company or from an insurance company. Under certain circumstances, such indemnification (including reimbursement of expenses incurred) will be allowed for liability arising under the Securities Act of 1933. The Bylaws of the Company require the Company to provide indemnification for directors and officers to the fullest extent permitted under Delaware law and the Company's Restated Certificate of Incorporation. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The exhibits to the Registration Statement are listed in the Index to Exhibits which is incorporated herein by this reference. ITEM 9. UNDERTAKINGS A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (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; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that the undertakings set forth in paragraphs (l)(i) and (l)(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 Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this Registration Statement. II-2 5 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public 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. II-3 6 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 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 Las Vegas, State of Nevada, on the 10th day of June, 1996. HEFTEL BROADCASTING CORPORATION By /s/ John T. Kendrick ------------------------------- John T. Kendrick, Senior Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Cecil Heftel, H. Carl Parmer and John T. Kendrick, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full powers 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 said attorneys-in-fact and agents, each acting alone, or his 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 on behalf of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date --------- -------- ---- /s/ Cecil Heftel Chairman of the Board, June 10, 1996 - ------------------------------------------- Cecil Heftel Co-Chief Executive Officer and Director /s/ H. Carl Parmer President, Co-Chief June 10, 1996 - ------------------------------------------- H. Carl Parmer Executive Officer and Director (Principal Executive Officer)
[Signatures Continued on Page II-5] II-4 7 [Signatures Continued from Page II-4]
Signature Capacity Date --------- -------- ---- /s/ John T. Kendrick Senior Vice President, June 10, 1996 - ---------------------------------------- John T. Kendrick Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Richard D. Heftel Director June 10, 1996 - ---------------------------------------- Richard D. Heftel /s/ John E. Mason Director June 10, 1996 - ---------------------------------------- John E. Mason /s/ Madison B. Graves II Director June 10, 1996 - ---------------------------------------- Madison B. Graves II
II-5 EX-5.1 2 OPINION LETTER FROM JEFFER, MANGELS 1 [JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD] June 6, 1996 55504-0002 Heftel Broadcasting Corporation 6767 West Tropicana Avenue, Suite 102 Las Vegas, Nevada 89103 Re: Heftel Broadcasting Corporation Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") which Heftel Broadcasting Corporation, a Delaware corporation (the "Company"), proposes to file with the Securities and Exchange Commission. The Registration Statement covers 750,000 shares (the "Shares") of the Company's common stock to be issued under the Company's Stock Option Plan (the "Plan"). In rendering the following opinion, we have examined and relied only upon the documents and certificates of public officials as are specifically described below. In our examination, we have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Our examination was limited to the following documents and no others: 1. Certificate of Incorporation of the Company, as amended to date; 2. By-Laws of the Company, as amended to date; 3. Resolutions adopted by the Board of Directors of the Company approving and adopting the Plan, and authorizing the issuance of the Shares; 2 Heftel Broadcasting Corporation June 6, 1996 Page 2 4. Resolutions adopted by the Shareholders of the Company approving the adoption of the Plan; 5. The Plan; 6. The form of the Company's Common Stock certificate; and 7. The Registration Statement, together with all amendments thereto, exhibits filed in connection therewith and form of Prospectus contained therein. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of same. Based upon and subject to the foregoing, it is our opinion that the Shares to be issued upon exercise pursuant to the Plan have been duly authorized, and, when so issued upon (i) such exercise against payment therefor pursuant to the Plan; (ii) the effectiveness of the Registration Statement; and (iii) compliance with applicable blue sky laws, will constitute legally issued, fully paid and nonassessable shares of the common stock of the Company. We express no opinion as to compliance with the securities or "blue sky" laws of any state in which the Shares are proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of issuance of the Shares. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement; to the filing of this opinion in connection with such filings of applications by the Company as may be necessary to register, qualify or establish eligibility for an exemption from registration or qualification of the Securities under the blue sky laws of any state or other jurisdiction; and to the reference, in any, to this firm in the Prospectus under the heading "Legal Opinion". In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission promulgated thereunder. Other than as provided in the preceding sentence, this opinion (i) is addressed solely to you, (ii) may not be relied upon by any other party, (iii) may not be quoted or reproduced or delivered by you to any other person, and (iv) may not be relied 3 Heftel Broadcasting Corporation June 6, 1996 Page 3 upon for any other purpose whatsoever. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above. The opinions set forth herein are based upon the federal laws of the United States of America, the laws of the State of California and the corporate laws of the State of Delaware, all as now in effect. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction other than those identified above are applicable to the subject matter hereof. The information set forth herein is as of the date of this letter. We disclaim any undertaking to advise you of changes which may be brought to our attention after the effective date of the Registration Statement. Very truly yours, /s/ Jeffer, Mangels, Butler & Marmaro LLP ----------------------------------------- JEFFER, MANGELS, BUTLER & MARMARO LLP RPG:mjl EX-23.1 3 CONSENT OF ERNEST & YOUNG, LLP 1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated December 14, 1995 in the Registration Statement (Form S-8) pertaining to the Heftel Broadcasting Corporation Stock Option Plan, with respect to the consolidated financial statements included in its Annual Report (Form 10-K) for the year ended September 30, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Los Angeles, California June 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----