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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA
(State or Other Jurisdiction of Incorporation or Organization)
41-1407863
(I.R.S. Employer Identification No.)
3415 UNIVERSITY AVENUE, ST. PAUL, MN 55114
(Address of Principal Executive Offices) (Zip Code)
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
1995 STOCK OPTION PLAN
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
DAVID A. JONES, GENERAL COUNSEL,
UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
3415 UNIVERSITY AVENUE, ST. PAUL, MN 55114
(Name and Address of Agent for Service)
(612) 645-4500
Telephone Number, Including Area Code, of Agent For Service
Copies to:
MARK S. WEITZ, ESQ.
JEFFREY L. COTTER, ESQ.
LEONARD, STREET AND DEINARD PROFESSIONAL ASSOCIATION
150 SOUTH FIFTH STREET
MINNEAPOLIS, MN 55402
(612) 335-1500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
To Be Price Per Offering Registration
Title of Securities To Be Registered Registered Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Class A Common Stock, $.0001 par value per share, issuable under
the United States Satellite Broadcasting Company, Inc. 1995 Stock 2,150,000 $7.75 $16,662,500 $5,049
Option Plan and the United States Satellite Broadcasting Company,
Inc. 1996 Non-Employee Director Stock Option Plan
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based upon the last reported sale for such stock
on November 13, 1997, as reported by the Nasdaq National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated herein by reference.
All documents subsequently filed by United States Satellite Broadcasting
Company, Inc. (the "Registrant") 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 to this Registration
Statement which indicates that all shares of the Registrant's Class A Common
Stock ("Class A Common Stock") offered pursuant to this Registration
Statement have been sold or which reregisters all shares of Class A Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of
filing such documents:
(a) The Registrant's Definitive Schedule 14A (Proxy Statement) filed
with the Securities and Exchange Commission (the "Commission") on
October 9, 1997 (Commission File No. 0-27492), relating to the
Company's Annual Meeting of Shareholders held on November 17,
1997;
(b) The Registrant's Annual Report to Shareholders filed with the
Commission on October 9, 1997, relating to the Company's Annual
Meeting of Shareholders held on November 17, 1997;
(c) The Registrant's Annual Report on Form 10-K (Commission File
No. 0-27492) for the year ended June 30, 1997, filed with the
Commission on September 26, 1997;
(d) The Registrant's Report on Form 10-Q (Commission File No. 0-27492)
for the fiscal quarter ended September 30, 1997, filed with the
Commission on November 13, 1997; and
(e) The description of the Class A Common Stock contained in the
Registrant's Registration Statement filed on Form S-1
(Registration No. 33-99906), filed with the Commission on
December 1, 1995, and as amended by Amendment Nos. 1, 2, 3
and 4 which were filed with the Commission on January 9, 1996,
January 9, 1996, January 23, 1996 and January 29, 1996,
respectively.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Mr. Sidney Barrows, Of Counsel with Leonard, Street and Deinard
Professional Association ("Leonard Street"), counsel to the Registrant, and
Mr. Robert Barrows, a shareholder of Leonard Street, own 248,550 and 15,000
shares of the Class A Common Stock, respectively.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles of Incorporation provide that a
director of the Registrant will not be personally liable to the Registrant or
its shareholders for monetary damages for any breach of fiduciary duty as a
director, except in certain cases where liability is mandated by the
Minnesota Business Corporation Act (the "MBCA"). This provision has no
effect on any non-monetary remedies that may be available to the Registrant
or its shareholders, nor does it relieve the Registrant or its directors from
compliance with federal or state securities laws. The MBCA requires the
Registrant to indemnify, subject to certain conditions, any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, investigation, administrative hearing or any other
proceeding by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another entity,
against expenses (including attorneys' fees) and losses, claims, liabilities,
judgments, fines and amounts paid in settlement actually incurred by such
person in connection with such proceeding. There is no pending litigation or
proceeding involving a director, officer, employee or agent of the Registrant
or any affiliate of the Registrant as to which indemnification is being
sought, and the Registrant is not aware of any pending or threatened
litigation that may result in claims for indemnification by any such persons.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit No. 3.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-99906)).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
No. 3.2 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-99906)).
4.3 Form of Second Restatement of the Registrant's Articles of
Incorporation (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 33-99906)).
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4.4 Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-99906)).
5.1 Opinion of Leonard, Street and Deinard Professional Association
regarding the legality of the securities being registered.
23.1 Consent of Leonard, Street and Deinard Professional Association
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Commission 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.
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(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.
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
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
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.
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 St. Paul, State of Minnesota on
this 17th day of November, 1997.
UNITED STATES SATELLITE
BROADCASTING COMPANY, INC.
By /s/ Stanley E. Hubbard
Stanley E. Hubbard
Chief Executive Officer and
President (Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stanley E. Hubbard his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
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capacities, to sign any or 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
agent, full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Stanley S. Hubbard November 17, 1997
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Stanley S. Hubbard Chairman of the Board
/s/ Stanley E. Hubbard November 17, 1997
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Stanley E. Hubbard Chief Executive Officer, President and
Director (Principal Executive Officer)
/s/ Robert W. Hubbard November 17, 1997
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Robert W. Hubbard Executive Vice President and Director
November , 1997
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Gerald D. Deeney Treasurer, Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ David S. Allen November 17, 1997
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David S. Allen Director
/s/ Peter F. Frenzer November 17, 1997
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Peter F. Frenzer Director
/s/ Frank N. Magid November 17, 1997
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Frank N. Magid Director
/s/ John W. Marvin November 17, 1997
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John W. Marvin Director
/s/ Ward L. Quaal November 17, 1997
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Ward L. Quaal Director
/s/ William D. Savoy November 17, 1997
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William D. Savoy Director
/s/ Herbert S. Schlosser November 17, 1997
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Herbert S. Schlosser Director
November , 1997
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Peter G. Skinner Director
/s/ Louis G. Zachary, Jr. November 17, 1997
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Louis G. Zachary, Jr. Director
</TABLE>
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EXHIBIT INDEX TO FORM S-8
Exhibit Number Description
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4.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit No. 3.1 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-99906)).
4.2 Bylaws of the Registrant (incorporated by reference to
Exhibit No. 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 33-99906)).
4.3 Form of Second Restatement of the Registrant's Articles of
Incorporation (incorporated by reference to Exhibit 3.3 to
the Registrant's Registration Statement on Form S-1
(Registration No. 33-99906)).
4.4 Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (Registration
No. 33-99906)).
5.1 Opinion of Leonard, Street and Deinard Professional
Association regarding the legality of the securities being
registered.
23.1 Consent of Leonard, Street and Deinard Professional
Association (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
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EXHIBIT 5.1
Leonard, Street and Deinard Professional Association
150 South Fifth Street
Suite 2300
Minneapolis, Minnesota 55402
November 18, 1997 Mark S. Weitz
612-335-1517
[email protected]
Unites States Satellite Broadcasting Company, Inc.
3415 University Avenue
Saint Paul, Minnesota 55114
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
In connection with the proposed issuance of 2,150,000 shares of Class A
Common Stock, $.0001 par value per share (the "Shares"), of United States
Satellite Broadcasting Company, Inc. (the "Company") to be issued pursuant to
the Company's 1995 Stock Option Plan (2,000,000 shares) and its 1996
Non-Employee Director Stock Option Plan (150,000 shares) (collectively, the
"Plans") to be registered under the Securities Act of 1933, as amended, on
Form S-8 (the "Registration Statement"), we have examined such documents and
have reviewed such questions of law as we have considered necessary and
appropriate for the purposes of this opinion and, based thereon, we advise
you that, in our opinion the Shares have been duly authorized by the Company
and when duly executed and authenticated, paid for and delivered in
accordance with the terms of the Plans, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEONARD, STREET AND DEINARD
/s/ Mark S. Weitz
Mark S. Weitz
5.1-1
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated July 31, 1997,
incorporated by reference in United States Satellite Broadcasting Company,
Inc.'s Form 10-K for the year ended June 30, 1997, and to all references to
our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 18, 1997
23.2-1
