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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1994.
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TURNER BROADCASTING SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
GEORGIA 58-0950695
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CNN CENTER 30303
ATLANTA, GEORGIA (ZIP CODE)
(Address of Principal Executive Offices)
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TURNER BROADCASTING SYSTEM, INC.
1993 STOCK OPTION AND EQUITY-BASED AWARD PLAN
(FULL TITLE OF THE PLAN)
STEVEN W. KORN, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TURNER BROADCASTING SYSTEM, INC.
ONE CNN CENTER
ATLANTA, GEORGIA 30303
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(404) 827-1700
COPY TO:
LOUISE S. SAMS, ESQ.
TURNER BROADCASTING SYSTEM, INC.
ONE CNN CENTER
ATLANTA, GEORGIA 30303
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Class B Common Stock, par
value $.0625 per share..... 5,000,000 shares $18.56 $92,800,000 $32,000
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(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.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the Commission pursuant to the Exchange Act, are incorporated by reference
in this Registration Statement and shall be deemed to be a part hereof:
1. Annual Report of the Company on Form 10-K for the year ended
December 31, 1993 (as amended by a filing made on April 29, 1994);
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1994 and June 30, 1994 (as amended by a filing made on August 12,
1994);
3. The Company's Current Reports on Form 8-K, dated January 24, 1994
(as amended by a filing made on February 3, 1994), February 2, 1994 and
February 7, 1994 (as amended by a filing made on April 6, 1994);
4. The Company's Proxy Statement, dated June 17, 1994, for its 1994
Annual Meeting of Shareholders; and
5. The description of the Company's Class B Common Stock contained in
the section entitled "Description of the TBS Capital Stock" in the
Company's registration statement on Form S-4, No. 33-51739, as filed with
the Commission on December 29, 1993.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 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 in this Registration Statement
and to be made a part hereof from their respective dates of filing. 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
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 the Company's Class B Common Stock being
offered hereby will be passed upon by Steven W. Korn, Vice President, General
Counsel and Secretary of the Company.
The consolidated financial statements of the Company incorporated in this
Registration Statement by reference to the Annual Report on Form 10-K of TBS for
the year ended December 31, 1993 have been audited by Price Waterhouse LLP,
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 LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide for indemnification of directors and officers
of the Company against expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually incurred in
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connection with any proceeding arising by reason of the fact that such person is
or was an officer or director of the Company.
The Company's Bylaws provide for indemnification of directors and officers
of the Company in connection with or resulting from any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, in which he may become involved by reason of his being or having
been a director or officer, or by reason of any action taken or not taken in his
capacity as such director or officer or as a member of any committee appointed
by the Board of Directors of the Company to act for, in the interest of, or on
behalf of the Company; provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company and, in addition, with respect to any criminal action or proceeding, did
not have reasonable cause to believe that his conduct was unlawful.
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 the Company or the person seeking indemnification.
The Company's Restated Articles of Incorporation provide that a director of
the Company will not be personally liable to the Company 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 the Company; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a 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.
The Company 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
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 -- Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the
Company's Form 10-Q for the fiscal quarter ended June 30, 1994, filed with the
Commission on August 12, 1994, and incorporated herein by reference).
4.2 -- Bylaws of the Company, as amended on and through November 13, 1990 (filed as
Exhibit 3.2 to the Company'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 Steven W. Korn, Esq. (included as part of the opinion submitted as
Exhibit 5.1).
23.2 -- Consent of Price Waterhouse LLP.
24.1 -- Power of Attorney (included on page II-4 of this Registration Statement).
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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 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.
(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 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 (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 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.
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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 Atlanta, State of Georgia, on this 15th day of
September, 1994.
TURNER BROADCASTING SYSTEM, INC.
(Registrant)
By: /s/ R.E. TURNER
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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 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 and Steven W. Korn deem
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 or her name and on his or her behalf to file any
such amendments to this registration statement.
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SIGNATURE TITLE DATE
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/s/ R.E. TURNER Chairman of the Board of September 15, 1994
- ---------------------------------------- Directors and President
R.E. Turner (Chief Executive Officer)
/s/ WAYNE H. PACE Vice President -- Finance September 15, 1994
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Wayne H. Pace
/s/ WILLIAM S. GHEGAN Vice President and September 15, 1994
- ---------------------------------------- Controller (Chief
William S. Ghegan Accounting Officer)
/s/ HENRY L. AARON Director September 15, 1994
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Henry L. Aaron
/s/ W. THOMAS JOHNSON Director September 15, 1994
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W. Thomas Johnson
/s/ RUBYE M. LUCAS Director September 15, 1994
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Rubye M. Lucas
/s/ TERENCE F. MCGUIRK Director September 15, 1994
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Terence F. McGuirk
/s/ BRIAN L. ROBERTS Director September 15, 1994
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Brian L. Roberts
/s/ SCOTT M. SASSA Director September 15, 1994
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Scott M. Sassa
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SIGNATURE TITLE DATE
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/s/ ROBERT SHAYE Director September 15, 1994
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Robert Shaye
/s/ PETER R. BARTON Director September 15, 1994
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Peter R. Barton
/s/ JOSEPH J. COLLINS Director September 15, 1994
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Joseph J. Collins
/s/ MICHAEL J. FUCHS Director September 15, 1994
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Michael J. Fuchs
/s/ GERALD M. LEVIN Director September 15, 1994
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Gerald M. Levin
/s/ JOHN C. MALONE Director September 15, 1994
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John C. Malone
/s/ TIMOTHY P. NEHER Director September 15, 1994
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Timothy P. Neher
/s/ FRED A. VIERRA Director September 15, 1994
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Fred A. Vierra
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EXHIBIT 5.1
September 16, 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 the 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"). The Registration Statement relates
to the registration under the Securities Act of 1933, as amended (the "Act"), of
5,000,000 shares (the "Shares") of Class B common stock of TBS, par value
$0.0625 (the "TBS Class B Common Stock"), to be issued in connection with the
grant or exercise of equity-based awards granted pursuant to the Turner
Broadcasting System, Inc. 1993 Stock Option and Equity-Based Award Plan (the
"Stock Option Plan").
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 Stock Option Plan; (iii) the Restated 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 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 awards pursuant to the Stock Option Plan; 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 the grant or exercise of
equity-based awards in accordance with the terms of the Stock Option Plan, will
be validly issued, fully-paid and non-assessable.
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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
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EXHIBIT 23.2
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, 1994, which appears on
page 51 of the 1993 Annual Report to Shareholders of Turner Broadcasting System,
Inc., which is incorporated by reference in Turner Broadcasting System, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1993. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 35 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 this Registration Statement.
PRICE WATERHOUSE LLP
Atlanta, Georgia
September 14, 1994
