<PAGE> 1
As filed with the Securities and Exchange Commission on February 4, 1994
Registration No. 33-_____
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0950695
-------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One CNN Center
Atlanta, Georgia 30303
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
New Line Cinema Corporation 1986 Stock Option Plan
New Line Cinema Corporation 1990 Stock Option Plan
New Line Cinema Corporation 1991 Stock Option Plan
New Line Cinema Corporation Nonqualified Stock Option Agreements
----------------------------------------------------------------
(Full title of the plan)
Steven W. Korn, Esq., One CNN Center, Atlanta, Georgia 30303
(404) 827-1561
- --------------------------------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Thomas C. Janson, Jr.
Skadden, Arps, Slate, Meagher, & Flom
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee (1)
Share (1) Price (1)
<S> <C> <C> <C> <C>
Class B Common Stock,
par value $0.0625 per 89,621
share shares $ 25.6875 $ 2,302,139 $ 794
</TABLE>
================================================================================
(1) Estimated pursuant to Rules 457 (c) and (h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee.
(2) Plus such additional number of shares as may be issuable pursuant to
the antidilution provisions of the above referenced plans.
In accordance with Rule 429 under the Securities Act of 1933, as amended, the
Prospectuses to be used in connection with the securities covered by this
Registration Statement also constitute the prospectuses with respect to a total
of 3,179,035 shares of Class B Common Stock issued upon exercise of options
under the plans and agreements to which the Prospectuses relate and previously
registered under the Registrant's Registration Statement on Form S-4 (No.
33-51739).
<PAGE> 2
REGISTRATION STATEMENT
ON
FORM S-8
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference in this Registration Statement are the
following documents filed with the Securities and Exchange Commission (the
"Commission"):
(a) Annual Report of Turner Broadcasting System, Inc.
("TBS") on Form 10-K for the fiscal year ended December 31, 1992;
(b) TBS's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1993, June 30, 1993 and September 30, 1993;
(c) TBS's Current Reports on Form 8-K, dated June 16,
1993, August 17, 1993, October 22, 1993, December 28, 1993, January
24, 1994 (as amended by TBS's Form 8-K/A dated February 3, 1994), and
February 2, 1994;
(d) TBS's Proxy Statement, dated May 5, 1993 for its 1993
Annual Meeting of Stockholders; and
(e) TBS's description of its Class B common stock, par
value $0.0625 per share ("TBS Class B Common Stock"), contained in the
section entitled "Description of the TBS Capital Stock" in TBS's
Registration Statement on Form S-4, No. 33-51739, as filed with the
Commission on December 29, 1993.
All documents subsequently filed by TBS pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), 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 herein and to be a part hereof from the date of 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 other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any
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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.
The legality of the shares of TBS Class B Common Stock being offered
hereby will be passed upon by Steven W. Korn, Vice President, General Counsel
and Secretary of TBS.
The consolidated financial statements of TBS incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K of TBS
for the year ended December 31, 1992 have been audited by Price Waterhouse,
independent accountants, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TBS's Bylaws provide for indemnification of directors and officers of
TBS against expenses (including attorneys' fees), judgments, fines, settlements
and other amounts actually incurred in connection with any proceeding arising
by reason of the fact that such person is or was an officer or director of TBS.
TBS's Bylaws provide for indemnification of directors and officers of
TBS in connection with or resulting from any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he or she may become involved by reason of his or her
being or having been a director or officer, or by reason of any action taken or
not taken in his or her capacity as such director or officer as a member of any
committee appointed by the Board of Directors of TBS to act for, in the
interest of, or on behalf of TBS, provided such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of TBS and, in addition, with respect to any criminal action or
proceeding, did not have reasonable cause to believe that his or her conduct
was unlawful.
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Indemnification is mandatory in the case of a director or officer who
is wholly successful on the merits or otherwise with respect to any claim,
action, suit or proceeding of the character described above. In other cases,
the determination whether to indemnify a director or officer is made by a
majority of disinterested directors, a majority of disinterested shareholders,
or independent legal counsel selected by any Judge of the United States
District Court for the Northern District of Georgia, Atlanta Division, at the
request of either TBS or the person seeking indemnification.
TBS's Articles of Incorporation provide that a director of TBS will
not be personally liable to TBS or its shareholders for monetary damages for
breach of duty of care or other duty as a director, except for liability (i)
for any appropriation, in violation of the director's duties, of any business
opportunity of TBS, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, (iii) for making a
distribution in violation of Section 14-2-831 of the Georgia Business
Corporation Code or (iv) for any transaction from which the director derived an
improper personal benefit.
TBS has insurance to indemnify its directors and officers, subject to
the limits contained in those policies, from those liabilities in respect of
which such indemnification insurance is permitted under the laws of the state
of Georgia.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of TBS, as amended (the "Articles") (filed as
Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement on Form S-2
(Registration No. 33-686), filed with the Commission on March 18, 1986, and
incorporated herein by reference).
4.2 Substitute Statement of Resolution Establishing and Designating the Series A
Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form 10-K for the fiscal
year ended December 31, 1985, and incorporated herein by reference).
</TABLE>
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<TABLE>
<S> <C>
4.3 Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit 4 to TBS's
Form 8-K dated June 3, 1987, and incorporated herein by reference).
4.4 Articles of Amendment, dated August 15, 1987, to Articles (filed as Exhibit 2(a) to
Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's Registration Statement on
Form 8-A filed with the Commission on August 13, 1987, and incorporated herein by
reference).
4.5 Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit 3.1 to
TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and incorporated herein
by reference).
4.6 Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's Form 10-Q
for the fiscal quarter ended June 30, 1990, and incorporated herein by reference).
4.7 Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit 3.1.7 to
TBS's Form 10-K for the fiscal year ended December 31, 1992, and incorporated
herein by reference).
4.8 TBS's By-Laws, as amended on and through November 13, 1990 (filed as Exhibit 3.2 to
TBS's Form 10-K for the fiscal year ended December 31, 1991 and incorporated herein
by reference).
5.1 Opinion of Steven W. Korn, Esq.
23.1 Consent of Price Waterhouse.
23.2 Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>
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;
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<PAGE> 6
(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 the
registration statement is on Form S-3 or Form S-8 and 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 Exchange Act 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) 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 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 Securities and
Exchange Commission such indemnification is against public
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<PAGE> 7
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.
7
<PAGE> 8
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 Atlanta, State of Georgia, on this 4th day of
February, 1994.
TURNER BROADCASTING SYSTEM, INC.
By /s/ R.E. TURNER
------------------------------
R.E. Turner
Chairman of the Board of Directors
and President
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. Each person whose signature appears
below hereby authorizes Wayne H. Pace and Steven W. Korn , and each of them
acting individually, with full power of substitution, to file one or more
amendments, including post-effective amendments, to this registration
statement, which amendments may make such changes as Wayne H. Pace or Steven W.
Korn deems appropriate, and each person whose signature appears below,
individually and in each capacity stated below, hereby appoints Wayne H. Pace
and Steven W. Korn, and each of them acting individually, with full power of
substitution, as Attorney-in-Fact to execute his name and on his behalf to file
any such amendments to this registration statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R.E. TURNER Chairman of the Board of February 4, 1994
------------------------------------------ Directors and President (Chief
R.E. Turner Executive Officer)
/s/ WAYNE H. PACE Vice President-Finance (Chief February 4, 1994
------------------------------------------ Financial Officer)
Wayne H. Pace
/s/ WILLIAM S. GHEGAN Vice President and February 4, 1994
------------------------------------------ Controller (Chief
William S. Ghegan Accounting Officer)
/s/ HENRY L. AARON Director February 4, 1994
------------------------------------------
Henry L. Aaron
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ WILLIAM C. BARTHOLOMAY Director February 4, 1994
------------------------------------
William C. Bartholomay
/s/ W. THOMAS JOHNSON Director February 4, 1994
------------------------------------
W. Thomas Johnson
Director
------------------------------------
Rubye M. Lucas
/s/ TERENCE F. MCGUIRK Director February 4, 1994
------------------------------------
Terence F. McGuirk
/s/ BRIAN L. ROBERTS Director February 4, 1994
------------------------------------
Brian L. Roberts
/s/ SCOTT M. SASSA Director February 4, 1994
------------------------------------
Scott M. Sassa
/s/ JOSEPH J. COLLINS Director February 4, 1994
------------------------------------
Joseph J. Collins
/s/ MICHAEL J. FUCHS Director February 4, 1994
------------------------------------
Michael J. Fuchs
/s/ GERALD M. LEVIN Director February 4, 1994
------------------------------------
Gerald M. Levin
/s/ BOB MAGNESS Director February 4, 1994
------------------------------------
Bob Magness
Director
------------------------------------
John C. Malone
/s/ TIMOTHY P. NEHER Director February 4, 1994
------------------------------------
Timothy P. Neher
Director
------------------------------------
Fred A. Vierra
</TABLE>
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<PAGE> 10
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of TBS, as amended (the "Articles")
(filed as Exhibit 4.9 to Amendment No. 2 to TBS's Registration Statement
on Form S-2 (Registration No. 33-686), filed with the Commission on
March 18, 1986, and incorporated herein by reference).
4.2 Substitute Statement of Resolution Establishing and Designating the
Series A Cumulative Preferred Stock (filed as Exhibit 4.11 to TBS's Form
10-K for the fiscal year ended December 31, 1985, and incorporated herein
by reference).
4.3 Articles of Amendment, dated June 3, 1987, to Articles (filed as Exhibit
4 to TBS's Form 8-K dated June 3, 1987, and incorporated herein by
reference).
4.4 Articles of Amendment, dated August 15, 1987, to Articles (filed as
Exhibit 2(a) to Amendment No. 1 on Form 8 dated August 20, 1987 to TBS's
Registration Statement on Form 8-A filed with the Commission on
August 13, 1987, and incorporated herein by reference).
4.5 Articles of Amendment, dated July 15, 1988, to Articles (filed as Exhibit
3.1 to TBS's Form 10-Q for the fiscal quarter ended June 30, 1988, and
incorporated herein by reference).
4.6 Articles of Amendment, dated July 23, 1990 (filed as Exhibit 3 to TBS's
Form 10-Q for the fiscal quarter ended June 30, 1990, and incorporated
herein by reference).
4.7 Articles of Amendment, dated June 5, 1992, to Articles (filed as Exhibit
3.1.7 to TBS's Form 10-K for the fiscal year ended December 31, 1992, and
incorporated herein by reference).
</TABLE>
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<TABLE>
<S> <C>
4.8 TBS's By-Laws, as amended on and through November 13, 1990 (filed as
Exhibit 3.2 to TBS's Form 10-K for the fiscal year ended December 31,
1991, and incorporated herein by reference).
5.1 Opinion of Steven W. Korn, Esq.
23.1 Consent of Price Waterhouse.
23.2 Consent of Steven W. Korn, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 8 of this Registration Statement).
</TABLE>
11
<PAGE> 1
Exhibit 5.1
February 4, 1994
Board of Directors
Turner Broadcasting System, Inc.
One CNN Center
Atlanta, Georgia 30303
Re: Turner Broadcasting System, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am General Counsel of Turner Broadcasting System, Inc., a Georgia
corporation ("TBS"), and in such capacity I am charged with general supervisory
responsibilities for the legal affairs of TBS and its subsidiaries. This
opinion is furnished in connection with preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed by TBS with the
Securities and Exchange Commission (the "Commission") on February 4, 1994. The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of 89,621 shares (the "Shares") of
the Class B common stock of TBS, par value $0.0625 (the "TBS Class B Common
Stock"), to be issued in connection with options granted pursuant to the New
Line Cinema Corporation 1986 Stock Option Plan, the New Line Cinema Corporation
1990 Stock Option Plan, the New Line Cinema Corporation 1991 Stock Option Plan
and certain nonqualified stock option agreements between New Line Cinema
Corporation ("New Line") and the persons named therein, all as more explicitly
identified in TBS's two Prospectuses dated February 4, 1994, with respect
thereto (collectively, the "Option Plans and Agreements").
Pursuant to an Agreement and Plan of Merger, dated as of October 15,
1993, by and among TBS, NL Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of TBS ("Merger Subsidiary"), and New Line (the "Merger
Agreement") among other things, on January 28, 1994 (i) Merger Subsidiary was
merged with and into New Line (the "Merger") with New Line as the surviving
corporation, (ii) each share of common stock of New Line then outstanding was
converted into the right to receive 0.96386 of a share of the TBS Class B
Common Stock and (iii) TBS assumed each New Line Option Plan and each
outstanding option as
<PAGE> 2
Board of Directors
February 4, 1994
Page 2
described in the Merger Agreement, and all such options of New Line then
outstanding became exercisable for shares of TBS Class B Common Stock.
This opinion is delivered in connection with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, as filed with the Commission on the date hereof
under the Act; (ii) the Option Plans and Agreements; (iii) the Amended Articles
of Incorporation of TBS and the Bylaws of TBS; (iv) copies of certain
resolutions adopted by the TBS Board of Directors relating to, among other
things, the Shares, the assumption by TBS of the options granted under the
Option Plans and Agreements and the Registration Statement; (v) the form of a
specimen certificate representing the TBS Class B Common Stock; and (vi) such
other documents as I have deemed necessary or appropriate as a basis for the
opinions set forth below.
In my 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, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies.
I am licensed to practice law in the State of Georgia and express no
opinion as to the laws of any other jurisdiction, other than the laws of the
United States of America to the extent specifically referred to herein.
Based upon and subject to the foregoing, and assuming (i) the valid
issuance of the options pursuant to the Option Plans and Agreements; and (ii)
the conformity of the certificates representing the Shares to the form of
specimen thereof examined by me and the due execution and delivery of such
certificates, I am of the opinion that the Shares have been duly authorized by
requisite corporate action by TBS and, when issued upon exercise of options in
accordance with the terms of the Option Plans and Agreements, will be validly
issued, fully-paid and non-assessable.
<PAGE> 3
Board of Directors
February 4, 1994
Page 3
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose without my
prior written consent. Notwithstanding the foregoing, I hereby consent to the
filing of this opinion with the Commission as Exhibit 5.1 to the Registration
Statement. In giving this 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 Commission.
Very truly yours,
Steven W. Korn
<PAGE> 1
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 February 15, 1993, which appears on
page 65 of the 1992 Annual Report to Shareholders of Turner Broadcasting
System, Inc., which is incoporated by reference in Turner Broadcasting System,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1992. We
also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 36 of such Annual Report on Form
10-K. We also consent to the references to us under the heading "Interests of
Named Experts and Counsel" in such Registration Statement.
PRICE WATERHOUSE
Atlanta, Georgia
February 2, 1994
