<PAGE>
As filed with the Securities and Exchange Commission on January 17, 1996
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
DC HOLDCO, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4545390
(State of incorporation) (I.R.S. Employer
Identification No.)
500 South Buena Vista Street
Burbank, California 91521
(Address of principal executive offices)
1995 Stock Incentive Plan
1995 Stock Option Plan for Non-Employee Directors
Amended and Restated 1990 Stock Incentive Plan
1987 Stock Incentive Plan
1984 Stock Incentive Plan
1981 Incentive Plan
1980 Stock Option Plan
(Full title of the plans)
DAVID K. THOMPSON, ESQ.
Senior Vice President-Assistant General Counsel
500 South Buena Vista Street
Burbank, California 91521
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (818) 560-1000
_______________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share price fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
1995 Stock Incentive Plan 65,000,000
1995 Stock Option Plan for Non-
Employee Directors 250,000
1990 Stock Incentive Plan 31,507,041
1987 Stock Incentive Plan 14,936,722
1984 Stock Incentive Plan 1,823,690
1981 Incentive Plan 244,474
1980 Stock Option Plan 11,300
___________
Total Common Stock,
$.01 par value 113,773,227 $60.24(1) $6,853,699,194.48(1) $2,363,344.55
=============================================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(h), based on the average of the high and
low prices for the Common Stock on the New York Stock Exchange Composite
tape for January 11, 1996.
================================================================================
S-2
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Registrant and The Walt Disney Company
("Disney") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this registration statement:
(1) Disney's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
(2) Disney's Joint Proxy Statement/Prospectus included in
Registrant's Registration Statement on Form S-4, filed with the Commission
on November 13, 1995 (File No. 33-64141);
(3) Registrant's Certificate of Incorporation, filed as Exhibit 3.1 to
Registrant's Registration Statement on Form S-4 filed with the Commission
on November 13, 1995 (File No. 33-64141);
(4) The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-B, dated December 28, 1995.
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation, including Registrant, to indemnify its directors, officers,
employees and agents under certain circumstances. Registrant's Certificate of
Incorporation and Bylaws provide that Registrant shall indemnify such persons to
the full extent authorized or permitted by law. The Certificate and Bylaws
further provide that Registrant may purchase and maintain liability insurance on
behalf of directors, officers, employees or agents of Registrant, whether or not
Registrant would have the power to indemnify them against such liability under
the provisions of law. In addition, the Certificate and Bylaws provide that
Registrant may create a trust fund, grant a security interest and/or use other
means (including letters of credit, surety bonds and/or similar arrangements),
as well as enter into contracts providing for indemnification to the full extent
authorized or permitted by law and including provisions to ensure the payment of
indemnification amounts. Moreover, the Certificate provides that no director of
Registrant shall be personally liable to Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except (i) for
any breach of the duty of loyalty to registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for liability under Section 174 of the Delaware
General Corporation Law (involving certain
S-3
<PAGE>
unlawful dividends or stock repurchases), or (iv) for any transaction from which
the director derived an improper personal benefit.
Registrant maintains an officers' and directors' liability insurance policy
insuring Registrant's officers and directors against certain liabilities and
expenses incurred by them in their capacities as such, and insuring Registrant,
under certain circumstances, in the event that indemnification payments are made
by Registrant to such officers and directors.
Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with its directors and certain of its officers
(individually, the "Indemnitee"). The Indemnification Agreements, among other
things, provide for indemnification to the fullest extent permitted by law
against any and all expenses, judgments, fines, penalties and amounts paid in
settlement of any claim. The Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for reimbursement to
Registrant if it is found that such Indemnitee is not entitled to such
indemnification under applicable law. The Indemnification Agreements also
provide that after a Change in Control (as defined in the Indemnification
Agreement) of Registrant which is not approved by the Board of Directors of
Registrant, all determinations regarding a right to indemnity and the right to
advancement of expenses shall be made by independent legal counsel selected by
Indemnitee and approved by the Board of Directors. In addition, in the event of
a Potential Change in Control (as defined in the Indemnification Agreement), the
Indemnitee may require Registrant to establish a trust for his benefit and to
find such trust in amounts reasonably anticipated or proposed to be paid to
satisfy Registrant's indemnification obligations under the Indemnification
Agreement.
ITEM 8. EXHIBITS
See Index to Exhibits on page S-8.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this 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 this
registration statement;
provided, however, that paragraphs (1)(i) and (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 Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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; and
S-4
<PAGE>
(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 further 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 (and each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under 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.
S-5
<PAGE>
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 Burbank, State of California, on the 17th day of
January, 1996.
DC HOLDCO, INC.
(Registrant)
By: /s/ David K. Thompson
--------------------------------
David K. Thompson
Senior Vice President-
Assistant General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
DAVID K. THOMPSON his or her true and lawful attorney-in-fact and agents, each
acting alone, with full power 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
or 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 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, each acting alone, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
S-6
<PAGE>
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 Burbank, State of California, on the 17th day of
January, 1996.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David K. Thompson Senior Vice President- January 17, 1996
- --------------------------- Assistant General Counsel
(David K. Thompson)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sanford M. Litvack President and a Director January 17, 1996
- ---------------------------
(Sanford M. Litvack)
/s/ Stephen F. Bollenbach Senior Executive Vice January 17, 1996
- --------------------------- President and Chief
(Stephen F. Bollenbach) Financial Officer
/s/ John J. Garand Senior Vice President- January 17, 1996
- --------------------------- Planning and Control
(John J. Garand) (Chief Accounting Officer)
/s/ David K. Thompson Director January 17, 1996
- ---------------------------
(David K. Thompson)
/s/ Marsha L. Reed Director January 17, 1996
- ---------------------------
(Marsha L. Reed)
</TABLE>
S-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description of Document Page
- ------- ----------------------- ------------
<C> <S> <C>
(4.1) Restated Certificate of Incorporation of the Registrant filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4, filed with the Commission on
November 13, 1995 (File No. 33-64141) is hereby incorporated by reference.......................
(4.2) Amended Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4, filed with the Commission on November 13,
1995 (File No. 33-64141) is hereby incorporated by reference....................................
(4.3) 1995 Stock Incentive Plan and the Rules relating to Stock Options and Stock
Appreciation Rights thereunder, attached as Appendix B-1 to the Company's
Registration Statement on Form S-4, filed with the Securities and Exchange
Commission on November 13, 1995, (File No. 33-64141), are hereby incorporated
by reference....................................................................................
(4.4) 1995 Stock Option Plan for Non-Employee Directors, filed as Exhibit 20 to Disney's
Registration Statement on Form S-8 ((File No. 33-57811), dated February 23, 1995,
is hereby incorporated by reference.............................................................
(4.5) Amended and Restated 1990 Stock Incentive Plan and the Rules relating to Stock
Options and Stock Appreciation Rights thereunder, attached as Appendix B-2 to the
Company's Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on November 13, 1995, (File No 33-64141), are hereby
incorporated by reference.......................................................................
(4.6) (i) 1987 Stock Incentive Plan and the Rules relating to Stock Options and Stock
Appreciation Rights thereunder, (ii) 1984 Stock Incentive Plan and the Rules relating
to Stock Options and Stock Appreciation Rights thereunder, (iii) 1981 Incentive Plan
and the Rules relating to Stock Options and Stock Appreciation Rights thereunder and
(iv) 1980 Stock Option Plan, all as set forth as Exhibits 1(a), 1(b), 2(a), 2(b), 3(a),
3(b) and 4, respectively, to the Prospectus contained in Part I of Disney's
Registration Statement on Form S-8 (No. 33-26106), dated December 20, 1988, are
hereby incorporated by reference................................................................
(5) Opinion of David K. Thompson, Senior Vice President-Assistant General Counsel of
Registrant, with respect to the legality of the shares being registered is filed herewith....... 9
(23.1) Consent of Price Waterhouse LLP, independent accountants, is filed herewith..................... 10
(23.2) Consent of David K. Thompson, Senior Vice President-Assistant General Counsel of
Registrant (included in Exhibit 5)..............................................................
(24) Powers of attorney (included at page S-6).......................................................
</TABLE>
S-8
<PAGE>
EXHIBIT 5
January 17, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
DC HOLDCO, INC.
Registration Statement on Form S-8
----------------------------------
Gentlemen:
I am Senior Vice President-Assistant General Counsel of DC Holdco, Inc., a
Delaware corporation (the "Company"), and have acted as counsel in connection
with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") relating to the offering of 113,773,227 shares of
Common Stock, $0.01 par value per share, of the Company (the "Common Stock")
issuable pursuant to the Company's 1995 Stock Incentive Plan, 1995 Stock Option
Plan for Non-Employee Directors, Amended and Restated 1990 Stock Incentive Plan,
1987 Stock Incentive Plan, 1984 Stock Incentive Plan, 1981 Incentive Plan and
1980 Stock Option Plan (the "Plans").
In connection with the opinion hereinafter set forth, I have made such
examination of law and of fact as I have deemed necessary.
Based on the foregoing, I am of the opinion that the 113,773,227 shares of
Common Stock to which the Registration Statement relates will be, when issued as
contemplated under the Plans, legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent I do not thereby admit that I am within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended, and the rules and regulations thereunder.
Very truly yours,
David K. Thompson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, of our report dated November 27, 1995, which appears on
page 32 of The Walt Disney Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995.
PRICE WATERHOUSE LLP
Los Angeles, California
January 15, 1996
