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As filed with the Securities and Exchange Commission on November 23, 1999
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
THE WALT DISNEY COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 500 South Buena Vista Street 95-4545390
(State or other jurisdiction of Burbank, California 91521-9722 (I.R.S. Employer
incorporation or organization) (Address of Principal Executive Offices) Identification No.)
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The Walt Disney Company Amended and Restated 1995 Stock Incentive 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
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<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price per share aggregate offering price registration fee (2)
<S> <C> <C> <C> <C>
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go.com Common Stock, par
value $0.01 per share 27,300,000 shares $33.15625 $905,165,625.00 $251,636.04
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(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 plan (the "Plan") listed above.
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(2) Estimated for the sole purpose of computing the registration fee. Pursuant
to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum
offering price per unit is calculated as the average of the high and low prices,
reported by the New York Stock Exchange, Inc., of the go.com Common Stock of the
registrant on November 22, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Disney with the Securities and
Exchange Commission (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
The Registrant's Certificate of Incorporation provides that a director of
the Registrant will not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, to the full extent
permitted by the Delaware General Corporation Law (the "DGCL"), as amended or
interpreted from time to time.
In addition, the Registrant's Certificate of Incorporation states that the
Registrant shall, to the full extent permitted by the DGCL, as amended or
interpreted from time to time, indemnify all directors, officers and employees
whom it may indemnify pursuant thereto and in addition, the Registrant may, to
the extent permitted by the DGCL, indemnify agents of the Registrant or other
persons.
Section 145 of the DGCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of a
company in the event of pending or threatened civil, criminal, administrative or
investigative proceedings, if such person was, or was threatened to be made,
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a party by reason of the fact that he or she is or was a director, officer, or
employee of the company. Section 145 also provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled. In addition, the
Registrant maintains a directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(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,
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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.
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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 Thompson
--------------------------
David K. Thompson
Senior Vice President -
Assistant General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby severally constitutes and appoints Sanford M. Litvack,
Thomas O. Staggs and David K. Thompson, and each of them, his or her true and
lawful attorney-in-fact and agent, 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 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 attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
each said attorneys-in-fact and agents or any of them or their or his or her
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 by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Michael D. Eisner Chairman of the Board and Chief November 23, 1999
Executive Officer (Principal
- ----------------------------------------
Michael D. Eisner Executive Officer)
/s/ Sanford M. Litvack Vice Chairman of the Board November 23, 1999
- ----------------------------------------
Sanford M. Litvack
/s/ Thomas O. Staggs Executive Vice President and Chief November 23, 1999
- ----------------------------------------
Financial Officer (Principal Financial
Thomas O. Staggs and Accounting Officer)
</TABLE>
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<S> <C> <C>
/s/ Reveta F. Bowers Director November 23, 1999
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Reveta F. Bowers
/s/ Judith Estrin Director November 23, 1999
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Judith Estrin
/s/ Stanley P. Gold Director November 23, 1999
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Stanley P. Gold
/s/ Ignacio E. Lozano, Jr. Director November 23, 1999
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Ignacio E. Lozano, Jr.
/s/ George J. Mitchell Director November 23, 1999
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George J. Mitchell
/s/ Thomas S. Murphy Director November 23, 1999
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Thomas S. Murphy
/s/ Leo J. O'Donovan, S.J Director November 23, 1999
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Leo J. O'Donovan, S.J
/s/ Sidney Poitier Director November 23, 1999
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Sidney Poitier
/s/ Robert A. M. Stern Director November 23, 1999
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Robert A. M. Stern
/s/ Andrea Van De Kamp Director November 23, 1999
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Andrea Van De Kamp
/s/ Raymond L. Watson Director November 23, 1999
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Raymond L. Watson
/s/ Gary L. Wilson Director November 23, 1999
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Gary L. Wilson
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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 Disney's Registration Statement
on Form S-4 (No. 333-88105) filed with the Commission on September 30,
1998).
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 The Walt Disney Company Amended and Restated 1995 Stock Incentive
Plan (incorporated by reference to Annex E of the Joint Proxy
Statement/Prospectus included in Disney's Registration Statement on
Form S-4 (No. 333-88105) filed with the Commission on September 30,
1998).
5.1 Opinion of David K. Thompson, Esq. as to legality of the securities.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of David K. Thompson. Esq. (included in opinion filed as
Exhibit 5.1).
24 Power of Attorney (included on the signature page).
___________________
* Filed herewith.
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EXHIBIT 5.1
[THE WALT DISNEY COMPANY LETTERHEAD]
November 23,1999
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 Registration Statement on Form S-8
(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") issuable pursuant to the terms of the
Company's Amended and Restated Stock Incentive Plan (the "Plan"). This opinion
is delivered in accordance with the requirements of Item 601(b)(5) of Regulation
S-K promulgated under the Act.
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 Plan 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,
/s/ David K. Thompson
David K. Thompson, Esq.
Senior Vice President--Assistant General Counsel
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EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of The Walt Disney Company of our report dated November
19, 1998 relating to the financial statements appearing in The Walt Disney
Company's Annual Report on Form 10-K, as amended, for the year ended September
30, 1998.
PricewaterhouseCoopers LLP
Los Angeles, California
November 18, 1999
