<PAGE>
As filed with the Securities and Exchange Commission on July 29, 1996
Registration No.333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ascent Entertainment Group, Inc.
(Exact name of issuer as specified in its charter)
Delaware 52-1930707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
One Tabor Center
1200 Seventeenth Street
Denver, CO 80202
(Address of Principal Executive Offices, including Zip Code)
ASCENT ENTERTAINMENT GROUP, INC. 1995 NON-EMPLOYEE
DIRECTORS STOCK PLAN
(Full Title of the Plan)
Arthur M. Aaron, Esq.
Vice President, Business & Legal Affairs and Secretary
Ascent Entertainment Group, Inc.
One Tabor Center
1200 Seventeenth Street
Denver, CO 80202
(303) 626-7000
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee
Registered per Share Offering Price
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 110,000
($.01 par shares(1) $16.00(2) $1,760,000(2) $606.90
value)
- -----------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to adjustments deemed necessary or
equitable by the Board of Directors of the Registrant upon changes in
capitalization, as provided in Section 8 of the Ascent Entertainment Group,
Inc. 1995 Non-Employee Directors Stock Plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices of
the Registrant's Common Stock on the NASDAQ National Market reporting
system on July 24, 1996.
Page 1 of 12 pages - Exhibit Index at page 8.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by Ascent Entertainment
Group, Inc. (the "Company") (Commission File No. 0-27192) pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
(c) The Company's Current Report on Form 8-K filed with the Commission on
April 19, 1996.
(d) The description of the Common Stock appearing on pages 63 through 64
of Amendment No. 1 to the Company's Registration Statement on Form
S-1, Commission File No. 33-98502.
All documents filed with the Commission subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 14 or 15(d) of 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 remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents with
the Commission.
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12(b) of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
An opinion as to the validity of the securities being issued has been
rendered for the Company by Arthur M. Aaron, Vice President, Business & Legal
Affairs and Secretary of the Company. As of July 26, 1996, Mr. Aaron was the
record owner of 1,000 shares of the Company's Common Stock ("Common Stock") and
had options to purchase 100,000 shares of Common Stock, none of which options
were exercisable.
-2-
<PAGE>
Item 6. Indemnification of Officers and Directors
Reference is made to the provisions of Article VIII of the Registrant's
Certificate of Incorporation filed as Exhibit 4(a) hereto and the provisions of
Article VIII of the Registrant's By-laws filed as Exhibit 4(b) hereto.
Generally, Section 145 of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law") permits a corporation to indemnify
certain persons made a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the corporation or is or was serving at the request
of the corporation as a director or officer of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe that his conduct was unlawful. If,
however, any threatened, pending or completed action, suit or proceeding is by
or in the right of the corporation, the director or officer is not permitted to
be indemnified in respect of any claim, issue or matter as to which he is
adjudged to be liable to the corporation unless the Delaware Court of Chancery,
or such other court adjudicating the action, determines otherwise.
Additionally, there are in effect directors' and officers' liability
insurance policies which insure the Registrant's directors and officers against
certain liabilities that they may incur in such capacities.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits listed below are listed according to the number assigned in
the table in Item 601 of Regulation S-K.
Exhibit No. Description of Exhibit
----------- ----------------------
4(a) Certificate of Amended and Restated Certificate of
Incorporation of Ascent Entertainment Group, Inc. (as
amended through December 12, 1995) (Incorporated by
reference to Exhibit 3.1 to Registrant's Amendment No. 4 to
Registration Statement on
-3-
<PAGE>
Form S-1, Commission File No. 33-98502).
4(b) Amended and Restated By-laws of Ascent Entertainment Group,
Inc. (as amended through November 6, 1995) (Incorporated by
reference to Exhibit 3.2 to Registrant's Amendment No. 1 to
Registration Statement on Form S-1, Commission File No. 33-
98502).
5(a) Opinion of Arthur M. Aaron, Vice President, Business & Legal
Affairs and Secretary of the Registrant, as to the legality
of the shares of Common Stock to which this Registration
Statement applies being registered.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Arthur M. Aaron (contained in Exhibit 5(a)).
24 Powers of Attorney.
Item 9. Undertakings (numbered as in Item 512 of Regulation S-K)
(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;
(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 the undertakings set forth in paragraphs (1)(i) and
- -------- -------
(1)(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
-4-
<PAGE>
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.
(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 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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Denver, in the County of Denver, State of
Colorado, on July 26, 1996.
Ascent Entertainment Group, Inc.
(Registrant)
Date: July 26, 1996 By /s/ Arthur M. Aaron
-------------------------------------
Arthur M. Aaron
Vice President, Business & Legal
Affairs and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons by power of
attorney in the capacities and on the date indicated.
(1) Principal executive officer
Date: July 26, 1996 /s/ Charles Lyons*
------------------------------
(Charles Lyons, President
and Chief Executive Officer)
(2) Principal financial officer
Date: July 26, 1996 /s/ Wesley D. Minami*
-------------------------------
(Wesley D. Minami, Vice President
and Chief Financial Officer)
(3) Principal accounting officer
Date: July 26, 1996 /s/ David A. Holden*
-------------------------------
(David A. Holden, Controller)
-6-
<PAGE>
(4) Board of Directors
Date: July 26, 1996 /s/ Charles Lyons*
----------------------------------
(Charles Lyons, Director)
Date: July 26, 1996 /s/ C.J. Silas*
---------------------------------
(C.J. Silas, Chairman of the Board
and Director)
Date: July 26, 1996 /s/ Edwin I. Colodny*
----------------------------------
(Edwin I. Colodny, Director)
Date: July 26, 1996 /s/ Charles M. Neinas*
---------------------------------
(Charles M. Neinas, Director)
Date: July 26, 1996 /s/ Robert G. Schwartz*
---------------------------------
(Robert G. Schwartz, Director)
Date: July 26, 1996 /s/ Robert M. Kavner*
---------------------------------
(Robert M. Kavner, Director)
* By: /s/ Arthur M. Aaron
---------------------------------
Arthur M. Aaron, Attorney-in-fact
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page Number
----------- ----------- -----------
<S> <C> <C>
4(a) Certificate of Amended and Restated
Certificate of Incorporation of
Ascent Entertainment Group, Inc. (as
amended through December 12, 1995)
(Incorporated by reference to Exhibit
3.1 to Registrant's Amendment No. 4
to Registration Statement on Form
S-1, Commission File No.
33-98502).
4(b) Amended and Restated By-laws of
Ascent Entertainment Group, Inc. (as
amended through November 6, 1995)
(Incorporated by reference to Exhibit
3.2 to Registrant's Amendment No. 1
to Registration Statement on Form
S-1, Commission File No. 33-98502).
5(a) Opinion of Arthur M. Aaron, Vice 9
President, Business & Legal Affairs
and Secretary of the Registrant, as
to the legality of the shares of
Common Stock to which this
Registration Statement applies being
registered.
5(b) Not applicable.
23(a) Consent of Deloitte & Touche LLP. 10
23(b) Consent of Arthur M. Aaron (contained
in Exhibit 5(a)).
24 Powers of Attorney. 11
</TABLE>
-8-
<PAGE>
Exhibit 5(a)
July 26, 1996
Ascent Entertainment Group, Inc.
One Tabor Center
1200 Seventeenth Street
Denver, CO 80202
Re: Registration Statement on Form S-8 Relating to 110,000 Shares of
Ascent Entertainment Group, Inc. Common Stock to be issued under the
Ascent Entertainment Group, Inc. 1995 Non-Employee Directors Stock
Plan (the "Registration Statement").
Ladies and Gentlemen:
In connection with the proposed issuance and sale by Ascent
Entertainment Group, Inc., a Delaware corporation (the "Company"), of up to
110,000 shares of Common Stock, $.01 par value (the "Shares") of the Company to
be issued pursuant to the Ascent Entertainment Group, Inc. 1995 Non-Employee
Directors Stock Plan (the "Plan"), I am of the opinion that:
1. The Company is a duly incorporated and validly existing
corporation in good standing under the laws of the State of
Delaware.
2. Proper corporate proceedings have been taken so that the Shares
have been duly authorized and when certificates for any Shares
have been duly executed, registered and delivered, and paid for,
in accordance with the terms of the Plan, such Shares will have
been legally issued and will be fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5(a) to the Registration Statement.
Very truly yours,
/s/Arthur M. Aaron
--------------------------------
Arthur M. Aaron
Vice President, Business & Legal
Affairs and Secretary
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement of
Ascent Entertainment Group, Inc. on Form S-8 of our reports dated February 14,
1996 (except as to the second, third and fourth paragraphs of Note 15, as to
which the date is March 28, 1996), relating to the consolidated financial
statements of Ascent Entertainment Group, Inc., appearing in its Annual Report
on Form 10-K, for the year ended December 31, 1995.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
Denver, CO
July 26, 1996
<PAGE>
Exhibit 24
ASCENT ENTERTAINMENT GROUP, INC.
POWERS OF ATTORNEY
Each of the undersigned hereby appoints Charles Lyons, President and
Chief Executive Officer, Wesley D. Minami, Vice President, Chief Financial
Officer and Treasurer, Arthur M. Aaron, Vice President, Business & Legal Affairs
and Secretary, David B. Ehrlich, Assistant General Counsel, and each of them
severally, his or her true and lawful attorneys to execute (in the name of and
on behalf of and as attorneys for the undersigned) a Registration Statement on
Form S-8 relating to the registration of 110,000 shares of the Company's Common
Stock for issuance pursuant to Ascent Entertainment Group, Inc.'s 1995 Non-
Employee Directors Stock Plan, and any and all amendments to such Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission.
(1) Principal executive officer
Date: July 24, 1996 /s/ Charles Lyons
-----------------------------
(Charles Lyons, President
and Chief Executive Officer)
(2) Principal financial officer
Date: July 24, 1996 /s/ Wesley D. Minami
-----------------------------
(Wesley D. Minami
Vice President and Chief
Financial Officer)
(3) Principal accounting officer
Date: July 24, 1996 /s/ David A. Holden
-----------------------------
(David A. Holden, Controller)
<PAGE>
(4) Board of Directors
Date: July 24, 1996 /s/ Charles Lyons*
----------------------------------
(Charles Lyons, Director)
Date: July 24, 1996 /s/ C.J. Silas*
---------------------------------
(C.J. Silas, Chairman of the Board
and Director)
Date: July 24, 1996 /s/ Edwin I. Colodny*
----------------------------------
(Edwin I. Colodny, Director)
Date: July 24, 1996 /s/ Charles M. Neinas*
---------------------------------
(Charles M. Neinas, Director)
Date: July 24, 1996 /s/ Robert G. Schwartz*
---------------------------------
(Robert G. Schwartz, Director)
Date: July 24, 1996 /s/ Robert M. Kavner*
---------------------------------
(Robert M. Kavner, Director)
