WALT DISNEY CO/, S-8 POS, 1999-11-24

WALT DISNEY CO/
S-8 POS, 1999-11-24
MISCELLANEOUS AMUSEMENT & RECREATION

Previous: WALT DISNEY CO/, S-8, 1999-11-24

Next: CARING PRODUCTS INTERNATIONAL INC, DEF 14C, 1999-11-24

<PAGE>

As filed with the Securities and Exchange Commission on November 23, 1999

Registration No. 333-88105
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________

Post-Effective Amendment No. 1
on FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
___________________________

THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
500 South Buena Vista Street
Burbank, California 91521-9722
DELAWARE (Address of Principal Executive Offices) 95-4545390
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>

Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan
Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option
Plan
Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock
Option Plan
Starwave Corporation 1997 Nonqualified Stock Option Plan
Amended and Restated Quando, Inc. 1994 Stock Option Plan
Amended and Restated Webchat Communications, Inc. 1996 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
(818) 560-1000
(Name and address of agent for service)

copy to:

Morton A. Pierce
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
______________________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be registered(1) Proposed maximum Proposed maximum Amount of
registered offering price per share aggregate offering registration fee (2)
price
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
go.com Common
Stock, par value $0.01 12,537,872 shares N/A N/A N/A
per share
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable pursuant to
the anti-dilution provisions of the plans (the "Plans") listed above.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing with the Securities
and Exchange Commission (the "Commission") of (a) the preliminary proxy
materials on Schedule 14A of The Walt Disney Company ("Disney") on August 20,
1999 and (b) the Registration Statement on Form S-4 of Disney (File No. 333-
88105) on September 30, 1999 (the "S-4").
<PAGE>

INTRODUCTORY STATEMENT

Disney hereby amends the S-4 by filing this Post-Effective Amendment No. 1 on
Form S-8 relating to 12,537,872 shares of go.com Common Stock, $0.01 par value,
of Disney (the "go.com Common Stock") issuable by Disney upon the exercise of
options with respect to go.com Common Stock under the Plans. All such shares of
go.com Common Stock were originally registered pursuant to the S-4.

On November 17, 1999, pursuant to an Agreement and Plan of Reorganization dated
July 10, 1999 (the "Reorganization Agreement"), Infoseek Corporation
("Infoseek") became a wholly owned subsidiary of Disney (the "Merger"). As
provided in the Reorganization Agreement, each outstanding share of common
stock, $.001 par value, of Infoseek ("Infoseek Common Stock"), was converted
into the right to receive 1.15 shares of go.com Common Stock.

Pursuant to the Reorganization Agreement, Disney and Infoseek have taken such
actions as are necessary such that Infoseek Common Stock is no longer issuable
under the Plans. Instead, Disney's go.com Common Stock will be issuable under
the Plans in such amounts and at such prices as adjusted pursuant to the Plans
and the Reorganization Agreement.

This Post Effective Amendment on Form S-8 relates only to 12,537,872 shares of
Disney's go.com Common Stock registered on the S-4, which were not issued in
connection with the Merger and that are issuable in connection with the Plans.

2
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed by Disney with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated herein by reference:

(a) Disney's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 (as amended by Disney's 10-K/A filed April 12, 1999 and
Disney's 10-K/A filed June 30, 1999);

(b) Disney's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1998 (as amended by Disney's 10-Q/A filed April 12, 1999), March
31, 1999 and June 30, 1999;

(c) Disney's Current Reports on Form 8-K filed July 12, 1999, October
15, 1999, November 5, 1999 and November 5, 1999; and

(d) the description of go.com Common Stock contained in Disney's
Registration Statement on Form 8-A, filed November 17, 1999.

All documents subsequently filed by Disney pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be 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 subsequently filed document which also is
or is 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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Previously filed. See Item 20 of the S-4.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

See Index to Exhibits.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

3
<PAGE>

(a)(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 the
registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange 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) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.

4
<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 23rd day of
November, 1999.

THE WALT DISNEY COMPANY

By: /s/ David K. Thompson
------------------------
David K. Thompson
Senior Vice President--Assistant General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Chairman and Chief Executive Officer
- ---------------------------------------
Michael D. Eisner (Principal Executive Officer) November 23, 1999

/s/ Thomas O. Staggs Executive Vice President and
- ---------------------------------------
Thomas O. Staggs Chief Financial Officer (Principal November 23, 1999
Financial and Accounting Officer)
</TABLE>

DIRECTORS
- ---------

Roy E. Disney*
Sanford M. Litvack*
Reveta F. Bowers*
Judith Estrin*
Stanley P. Gold*
Ignacio E. Lozano, Jr.*
George J. Mitchell*
Thomas S. Murphy*
Richard A. Nunis*
Leo J. O'Donovan, S.J.*
Sidney Poitier*
Irwin E. Russell*
Robert A. M. Stern*
Andrea Van De Kamp*
E. Cardon Walker*
Raymond L. Watson*
Gary L. Wilson*

*By: /s/ Thomas O. Staggs
---------------------
Thomas O. Staggs
(Attorney-In-Fact)

November 23, 1999

5
<PAGE>

INDEX TO EXHIBITS

Number

4.1 Amended and Restated Certificate of Incorporation of Disney (incorporated
by reference to Annex C of the Joint Proxy Statement/Prospectus included
in the S-4).

4.2 Bylaws of Disney (incorporated by reference to Amendment No. 1 to the
Registration Statement on Form S-3 (No. 33-52659) filed with the
Commission on August 3, 1998).

4.3 Infoseek Corporation Amended and Restated 1996 Stock Option/Stock
Issuance Plan (incorporated by reference to Infoseek's Form S-8 (File No.
333-67517) declared effective November 18, 1998).

4.4 Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock
Option Plan (incoporated by reference to Infoseek's Annual Report on Form
10-K405 for the fiscal year ended October 3, 1998).

4.5 Starwave Corporation Revised 1992 Combined Incentive and Nonqualified
Stock Option Plan (incorporated by reference to Infoseek's Form S-8 (File
No. 333-67507) declared effective November 18, 1998).

4.6 Starwave Corporation 1997 Nonqualified Stock Option Plan (incorporated by
reference to Infoseek's Form S-8 (File No. 333-67507) declared effective
November 18, 1998).

4.7 Amended and Restated Quando, Inc. 1994 Stock Option Plan (incorporated by
reference to Infoseek's Form S-8 (File No. 333-70939) declared effective
January 21, 1999).

4.8 Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan
(incorporated by reference to Infoseek's Form S-8 (File No. 333-67519)
declared effective November 18, 1998).

5.1 Opinion of David K. Thompson, Esq. as to legality of the securities.*

23.1 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of The Walt Disney Company).*

23.2 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of The Disney Group).*

23.3 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of Disney's existing Internet business).*

23.4 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of ABC News/Starwave Partners).*

23.5 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of ESPN/Starwave Partners).*

23.6 Consent of PricewaterhouseCoopers LLP (relating to the financial
statements of Starwave Corporation).*

23.7 Consent of Ernst & Young LLP.*

23.8 Consent of KPMG LLP.*

23.9 Consent of David K. Thompson, Esq. (included in opinion filed as Exhibit
5.1).

24.1 Power of Attorney (included on the signature page of the S-4).

_______________
* Filed herewith.

<PAGE>

EXHIBIT 5.1

[THE WALT DISNEY COMPANY LETTERHEAD]

November 19, 1999

Board of Directors
The Walt Disney Company
500 South Buena Vista Street
Burbank, CA 91521

Re: The Walt Disney Company Registration Statement on Form S-8

Ladies and Gentlemen:

As Senior Vice President--Assistant General Counsel of The Walt Disney
Company, a Delaware corporation (the "Company"), I have participated in the
preparation and filing by the Company of a Post-Effective Amendment on Form S-8
to the Company's Registration Statement No. 333-88105 on Form S-4 (the
"Registration Statement") for the registration under the Securities Act of 1933,
as amended (the "Act"), of shares of the Company's go.com Common Stock, par
value $0.01 per share (the "Shares"). This opinion is delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Act.

As set forth in the Registration Statement, the Shares may be issued by
the Company upon the exercise, in accordance with their terms and the terms of
the following plans, of stock options assumed by the Company pursuant to the
Agreement and Plan of Reorganization, dated as of July 10, 1999 (the
"Reorganization Agreement"), by and among Infoseek Corporation, Bingo
Acquisition Corp. and the Company:

. Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance
Plan
. Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option
Plan
. Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock
Option Plan
. Starwave Corporation 1997 Nonqualified Stock Option Plan
. Amended and Restated Quando, Inc. 1994 Stock Option Plan
. Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan

In connection with this opinion, and in my capacity as an attorney
admitted to practice in the State of California, I have examined the
Registration Statement, the Company's amended and restated certificate of
incorporation as in effect on the date hereof, the Company's bylaws as in effect
on the date hereof and certain corporate proceedings of the Company as reflected
in the minutes of meetings of the Board of Directors of the Company. In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
me as originals and the conformity to the originals or certified copies of all
documents submitted to me as copies thereof. In addition, I have made such other
examinations of law and fact as have deemed necessary or appropriate for the
purposes of this opinion.

Based on the foregoing, I am of the opinion that the Shares to be
issued by the Company as contemplated by the Registration Statement upon the
exercise of stock options issued under the plans listed above have been duly
authorized and, when issued against payment of the exercise price therefor as
applicable, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act
or the Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

<PAGE>

/s/ David K. Thompson

David K. Thompson, Esq.
Senior Vice President--Assistant General Counsel

<PAGE>

EXHIBIT 23.1