<PAGE>
As filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TICKETMASTER ONLINE-CITYSEARCH, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4546874
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
790 E. Colorado Blvd., Ste. 200
Pasadena, California 91011
(Address, including zip code, of principal executive offices)
---------------------
1996 STOCK OPTION PLAN
1998 STOCK PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
---------------------
Charles Conn, III
Chief Executive Officer
Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Ste. 200
Pasadena, California 91101
(Name and address of agent for service)
(626) 405-0050
(Telephone number, including area code, of agent for service)
---------------------
Copies to:
LARRY W. SONSINI, ESQ.
JOHN T. SHERIDAN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Amount Proposed Proposed Amount of Total
Securities to to be Maximum Offering Maximum Aggregate Registration Registration
be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 3,351,857 $6.743846608 $ 22,604,409.46 $ 6,284.03
Class B Common Stock,
$.01 par value 3,351,857 $ ----- $ ----- $ ----- $75,156.86
Class B Common Stock,
$.01 par value 5,000,000 $ 49.5488 $247,744,000.00 $68,872.83
====================================================================================================================================
</TABLE>
(1) Includes 3,351,857 shares to be registered under the 1996 Stock
Option Plan (the "1996 Plan"), 4,000,000 shares to be registered
under the 1998 Stock Plan (the "1998 Plan") and 1,000,000 shares to
be registered under the 1998 Employee Stock Purchase Plan (the
"1998 Purchase Plan").
(2) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), and in part pursuant to Rule 457(c)
under the Securities Act. With respect to (i) 3,218,774 shares
which are subject to outstanding options to purchase Class A Common
Stock under the 1996 Plan and (ii) 650,000 shares which are subject
to outstanding options to purchase Class B Common Stock under the
1998 Plan, the Proposed Maximum Offering Price Per Share was
estimated pursuant to Rule 457(h) under which Rule the per share
price of options to purchase stock under an employee stock option
plan may be estimated by reference to the exercise price of such
options. The weighted average exercise price of the 3,351,857
shares subject to outstanding options under the 1996 Plan is $4.79.
The weighted average exercise price of the 650,000 shares subject
to outstanding options under the 1998 Plan is $19.76. With respect
to the (i) 133,083 shares of Class A Common Stock available for
future grant under the 1996 Plan, (ii) 3,350,000 shares of Class B
Common Stock available for future grant under the 1998 Plan and
(iii) 1,000,000 shares of Class B Common Stock available for future
grant under the 1998 Purchase Plan, the estimated Proposed Maximum
Offering Price Per Share was estimated pursuant to Rule 457(c)
whereby the per share price was determined by reference to the
average between the high and low price reported in the Nasdaq
National Market on January 21, 1999, which average was $54.00. The
number referenced above in the table entitled "Proposed Maximum
Offering Price per Share" represents a weighted average of the
foregoing estimates calculated in accordance with Rules 457(h) and
457(c).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission:
(a) The Registrant's Registration Statement on Form S-1 (File No. 333-
64855) (the "Form S-1") and amendments thereto, including the Prospectus dated
December 2, 1998, filed for the purpose of registering certain shares of the
Registrant's Class B Common Stock under the Securities Act of 1933, as amended
(the "Securities Act"), in connection with the Registrant's initial public
offering.
(b) The description of the Registrant's Class B Common Stock to be offered
hereby is contained in the Registrant's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on November 6, 1998 pursuant to
Section 12(g) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant 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 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 part hereof
from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
Class A Common Stock
A. Except as otherwise provided by the Amended and Restated Certificate
of Incorporation of the Registrant (Exhibit 3.2 to the Form S-1) or by
applicable law, each share of Class A Common Stock issued and outstanding has 15
votes on any matter submitted to a vote of stockholders of the Registrant (as
opposed to one vote per share for each share of Class B Common Stock issued and
outstanding of the Registrant). Except as otherwise required by applicable law,
the Class A Common Stock and the Class B Common stock vote together as a single
class on all matters submitted to a vote of stockholders of the Registrant.
Each share of Class A Common Stock is automatically converted into one share of
Class B Common Stock of the Registrant upon any sale, pledge, conveyance,
hypothecation, assignment or other transfer (a "Transfer") of such share,
whether or not for value by the initial registered holder (the "Initial Holder")
thereof, other than any such Transfer by such holder to (i) a nominee of such
holder (without any change in beneficial ownership, within the meaning of
Section 13(d) of the Exchange Act) or (ii) another person that at the time of
the Transfer, beneficially owns shares of Class A Common stock or a nominee
thereof; provided that, notwithstanding the foregoing (A) any Transfer by the
Initial Holder without consideration to (i) any affiliated entity of such
Initial Holder, (ii) a partner, active or retired, of such Initial Holder, (iii)
the estate of any such Initial Holder or a trust established
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<PAGE>
for the benefit of the descendants or any relatives or spouse of such Initial
Holder, (iv) a parent corporation or wholly-owned subsidiary of such Initial
Holder or to a wholly-owned subsidiary of such parent unless and until such
transferee ceases to be a parent or wholly-owned subsidiary of the Initial
Holder or a wholly owned subsidiary of such parent, or (v) the spouse of such
Initial Holder, in each case, shall not result in such conversion, or (B) any
bona fide pledge to a financial institution in connection with a borrowing shall
not result in such conversion; and provided further, that in the event any
Transfer shall not give rise to automatic conversion hereunder, then any
subsequent Transfer by the holder (other than any such Transfer by such holder
to a nominee of such holder (without any change in beneficial ownership, as such
term is defined under Section 13(d) of the Exchange Act)) or the pledgor, as the
case may be, shall be subject to automatic conversion upon such terms and
conditions. In addition, each share of Class A Common Stock may be converted at
any time into one share of Class B Common Stock at the option of the holder
thereof. The one-to-one conversion ratio shall be in all events equitably
preserved in the event of any merger, consolidation or other reorganization of
the Registrant with another corporation.
B. Except as set forth in the Company's Amended and Restated Certificate
of Incorporation or as otherwise provided by applicable law, subject to
preferences that may apply to shares of any Preferred Stock of the Registrant
outstanding from time to time, the holders of outstanding shares of Class A
Common Stock of the Registrant are entitled to receive, on a share-for-share
basis, such dividends if, as and when declared from time to time by the Board of
Directors of the Registrant. Cumulative voting for the election of directors is
not provided for in the Amended and Restated Certificate of Incorporation;
therefore, subject to applicable law, the holders of a majority of the total
voting power of the outstanding shares of Common Stock of the Registrant
(including any Class B Common Stock) voted will have the power to elect all of
the directors then standing for election. No class of Common Stock of the
Registrant is entitled to preemptive or redemption rights. Upon a liquidation,
dissolution or winding-up of the Registrant, the assets legally available for
distribution to stockholders are distributable ratably among the holders of each
class of Common Stock of the Registrant, subject to the preferences, if any, of
any outstanding Preferred Stock and payment of claims of creditors. The
Registrant's Amended and Restated Certificate of Incorporation further provides
that in no event will any stock dividends or stock splits or combinations of
stock be declared or made on Common Stock unless all shares of Common Stock then
outstanding are treated equally and identically.
C. The Registrant is authorized to issue 2,000,000 shares of Preferred
Stock. The Board of Directors is authorized, subject to limitations prescribed
by Delaware law, to provide for the issuance of shares of Preferred Stock in one
or more series, to establish from time to time the number of shares to be
included in each such series, to fix the powers, designations, preferences and
rights of the shares of each wholly unissued series and designate any
qualifications, limitation or restrictions thereon and to increase or decrease
the number of shares of any such series (but not below the number of shares of
such series then outstanding) without any further vote or action by the
stockholders of the Registrant. The issuance of Preferred Stock of the
Registrant may have the effect of delaying, deferring or preventing a change in
control of the Registrant and may adversely affect the voting and other rights
of the holders of Common Stock of the Registrant. The Registrant has no current
plan to issue any shares of Preferred Stock.
II-2
<PAGE>
D. The Registrant's Amended and Restated Certificate of Incorporation
provides that "USA Networks" (as defined below) shall have no duty to refrain
from engaging in the same or similar activities or lines of business as the
Registrant, and neither USA Networks nor any officer, director or employee
thereof (except as described below) shall be liable to the Registrant or its
stockholders for breach of any fiduciary duty by reason of any such activities
of USA Networks. In the event that USA Networks acquires knowledge of a
potential transaction or matter which may be a corporate opportunity for both
USA Networks and the Registrant, USA Networks shall have no duty to communicate
or offer such corporate opportunity to the Registrant and shall not be liable to
the Registrant or its stockholders for breach of any fiduciary duty as a
stockholder of the Registrant by reason of the fact that USA Networks pursues or
acquires such corporate opportunity for itself, directs such corporate
opportunity to another person, or does not communicate information regarding
such corporate opportunity to the Registrant. Nothing in this provision of the
Amended and Restated Certificate of Incorporation shall amend or modify in any
respect any written contractual agreement between USA Networks and the
Registrant.
In the event that a director or officer of the Registrant who is also
a director, officer or employee of USA Networks acquires knowledge of a
potential transaction or matter which maybe a corporate opportunity for both the
Registrant and USA Networks, such director or officer of the Registrant shall
have fully satisfied and fulfilled the fiduciary duty of such director or
officer to the Registrant and its stockholders with respect to such corporate
opportunity, if such director or officer acts in a manner consistent with the
following policy:
(i) a corporate opportunity offered to any person who is an officer
of the Registrant, and who is also a director but not an officer or employee of
USA Networks, shall belong to the Registrant;
(ii) a corporate opportunity offered to any person who is a director
but not an officer of the Registrant and who is also a director, officer or
employee of USA Networks shall belong to the Registrant if such opportunity is
expressly offered to such person in his or her capacity as a director of the
Registrant, and otherwise shall belong to USA Networks; and
(iii) a corporate opportunity offered to any person who is an officer
or employee of USA Networks and an officer of the Registrant shall belong to the
Registrant if such opportunity is expressly offered to such person in his or her
capacity as an officer or employee of the Registrant, and otherwise shall belong
to USA Networks.
For purposes of the foregoing:
(i) A director of the Registrant who is Chairman of the Board of
Directors of the Registrant or of a committee thereof shall not be deemed to be
an officer of the Registrant by reason of holding such position (without regard
to whether such position is deemed an officer of the Registrant under the
Amended and Restated Bylaws of the Registrant), unless such person is a full-
time employee of the Registrant; and
(ii) The term "Registrant" shall mean the Registrant and all
corporations, partnerships,
II-3
<PAGE>
joint ventures, associations and other entities in which the Registrant
beneficially owns (directly or indirectly) 50% or more of the outstanding voting
stock, voting power, partnership interests or similar voting interests. The term
"USA Networks" shall mean USA Networks, Inc., a Delaware corporation and
beneficial owner of approximately 59.44% of the outstanding Common Stock of the
Registrant, or approximately 67.34% of the total voting power of the outstanding
Common Stock of the Registrant ("USAi"), USANi LLC, a Delaware limited liability
company, and all corporations, partnerships, joint ventures, associations and
other entities (other than the Registrant, as defined in accordance with this
paragraph) in which USA Networks beneficially owns (directly or indirectly) 50%
or more of the outstanding voting stock, voting power, partnership interests or
similar voting interests.
This Section D shall expire on the date that USA Networks ceases to
beneficially own Common Stock of the Registrant representing at least 20% of the
total voting power of all classes of outstanding capital stock of the Registrant
entitled to vote in the election of directors and no person who is a director or
officer of the Registrant is also a director or officer of USA Networks. In
addition to any vote of the stockholders required by law, until the time that
USA Networks ceases to beneficially own Common Stock of the Registrant
representing at least 20% of the total voting power of all classes of
outstanding capital stock of the Registrant entitled to vote in the election of
directors, the affirmative vote of the holders of more than 80% of the total
voting power of all such classes of outstanding capital stock of the Registrant
shall be required to alter, amend or repeal in a manner adverse to the interests
of USA Networks, or adopt any provision adverse to the interests of USA Networks
and inconsistent with the corporate opportunity provisions described above.
E. Certain provisions of the Registrant's Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws and Delaware
General Corporation Law ("DGCL") Section 203 may render more difficult, or have
the effect of discouraging, unsolicited takeover bids from third parties or the
removal of incumbent management of the Registrant. These provisions include the
right of the holders of Class A Common Stock to 15 votes per share, versus one
vote per share for the holders of Class B Common Stock, and provide that the
stockholders may not call special meetings. In addition, the Registrant's
Amended and Restated Certificate of Incorporation authorizes the Board of
Directors to issue, without stockholder approval, 2,000,000 shares of Preferred
Stock with voting, conversion and other rights and preferences that could
adversely affect the voting power or other rights of the holders of Common Stock
of the Registrant. Although the Registrant has no current plans to issue any
shares of Preferred Stock, the issuance of Preferred Stock or rights to purchase
Preferred Stock could render more difficult, or have the effect of discouraging,
unsolicited takeover bids from third parties or the removal of incumbent
management of the Registrant. Although such provisions do not have a
substantial practical significance to investors while USAi, through its
ownership of Class A Common Stock, is in a position to effectively control all
matters affecting the Registrant, such provisions could have the effect of
depriving stockholders of an opportunity to sell their shares at a premium over
prevailing market prices should USAi no longer be in such control.
F. The Company is also subject to Section 203 of the DGCL (the
"Antitakeover Law"), which regulates corporate acquisitions. The Antitakeover
Law prevents certain Delaware corporations, including those whose securities are
listed for trading on the Nasdaq National Market as is the Registrant, from
engaging under certain circumstances in a "business combination" with any
"interested
II-4
<PAGE>
stockholder" for three years following the date that such stockholder became an
interested stockholder. For purposes of the Antitakeover Law, a "business
combination" includes, among other things, a merger or consolidation involving
the Registrant and the interested stockholder and the sale of more than ten
percent of the Registrant's assets. In general, the Antitakeover Law defines an
"interested stockholder" as any entity or person beneficially owning 15% or more
of the outstanding voting stock of the Registrant and any entity or person
affiliated with or controlling or controlled by such entity or person. A
Delaware corporation may "opt out" of the Antitakeover Law with an express
provision in its original certificate of incorporation or bylaws resulting from
amendments approved by the holders of at least a majority of the Registrant's
outstanding voting shares. The Registrant has not "opted out" of the provisions
of the Antitakeover Law. The restrictions of the Antitakeover Law will not apply
to USAi, however, because (i) the Registrant's Board or Directors approved the
transaction which resulted in USAi becoming an "interested stockholder" prior to
the consummation of that transaction and (ii) at the time USAi became an
"interested stockholder," the restrictions of Section 203 did not apply to the
Registrant because the Registrant did not have a class of voting stock (x)
listed on a national securities exchange, (y) authorized for quotation on the
Nasdaq Stock Market or (z) held of record by more than 2,000 stockholders.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Certain legal matters with respect to the legality of the issuance of the
shares of Class A Common Stock and Class B Common Stock registered hereby will
be passed upon for the Registrant by Wilson Sonsini Goodrich & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California. Mr. Larry W. Sonsini,
who is a member of WSGR, owns 6,022 shares of Class A Common Stock. In
addition, 54,203 shares of Class A Common Stock are held by partnership
investment accounts of WSGR, in which Mr. Sonsini is a participant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Registrant's Restated Certificate of Incorporation limits the liability
of directors for breach of fiduciary duty as a director to the maximum extent
permitted by the Delaware General Corporations Law ("DGCL").The DGCL provides
that a corporation's certificate of incorporation may contain a provision
eliminating or limiting the personal liability of directors for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided for in Section 174 of the
DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. The Company's Restated Certificate of Incorporation also
provides that the Company is required to indemnify to the fullest extent
permitted by law any director, officer or employee of the Company.
The Company's Restated Bylaws provide that (i) the Company is required to
indemnify its directors and officers to the maximum extent permitted by the
DGCL, subject to certain very limited exceptions, (ii) the Company may indemnify
its other employees and agents to the maximum extent permitted by the DGCL,
(iii) the Company is required to advance expenses, as incurred, to its directors
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<PAGE>
and officers in connection with a legal proceeding, subject to certain very
limited exceptions and (iv) the rights conferred in the Restated Bylaws are not
exclusive.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number
------
10.1* 1996 Stock Option Plan and form of related agreements.
10.2* 1998 Stock Plan and form of related agreements.
10.3** 1998 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to
legality of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-8).
___________
* Incorporated by reference to the exhibit filed with Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-64855) filed
with the Securities and Exchange Commission on November 6, 1998.
** Incorporated by reference to the exhibit filed with Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File No. 333-64855) filed
with the Securities and Exchange Commission on November 20, 1998.
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, 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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<PAGE>
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Pasadena, State of California, on January 21, 1999.
TICKETMASTER ONLINE-CITYSEARCH, INC.
By: /s/ Charles Conn, III
------------------------------------
Charles Conn, III, Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Conn, III and Bradley Ramberg,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this Registration Statement on Form
S-8 and to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his substitutes, shall do or cause to be done by virtue
hereof.
II-8
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- ----------------------------- ----------------------
<S> <C> <C>
/s/ Charles Conn, III Chief Executive Officer January 21, 1999
- -------------------------- (Principal Executive Officer)
(Charles Conn)
/s/ Bradley Ramberg Chief Financial Officer, Vice January 21, 1999
- -------------------------- President, Finance and
(Bradley Ramberg) Administration and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Alan Citron Chairman of the Board January 21, 1999
- --------------------------
(Alan Citron)
/s/ Terry Barnes Director January 21, 1999
- --------------------------
(Terry Barnes)
/s/ Eugene L. Cobuzzi Director January 21, 1999
- --------------------------
(Eugene L. Cobuzzi)
/s/ Stuart W. DePina Director January 21, 1999
- --------------------------
(Stuart W. DePina)
/s/ Barry Diller Director January 21, 1999
- --------------------------
(Barry Diller)
/s/ Joseph Gleberman Director January 21, 1999
- --------------------------
(Joseph Gleberman)
/s/ William Gross Director January 21, 1999
- --------------------------
(William Gross)
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Victor A. Kaufman Director January 21, 1999
- --------------------------
(Victor A. Kaufman)
/s/ Robert Kavner Director January 21, 1999
- --------------------------
(Robert Kavner)
/s/ William D. Savoy Director January 21, 1999
- --------------------------
(William D. Savoy)
/s/ Alan Spoon Director January 21, 1999
- --------------------------
(Alan Spoon)
/s/ Thomas Unterman Director January 21, 1999
- --------------------------
(Thomas Unterman)
</TABLE>
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<PAGE>
TICKETMASTER ONLINE-CITYSEARCH, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ---------------------------------------------------------------
10.1* 1996 Stock Option Plan and forms of related agreements.
10.2* 1998 Stock Plan and forms of related agreements.
10.3** 1998 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C.,
as to legality of securities being registered.
23.1 Consent Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see Page II-8).
___________
* Incorporated by reference to the exhibit filed with Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-64855) filed
with the Securities and Exchange Commission on November 6, 1998.
** Incorporated by reference to the exhibit filed with Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File No. 333-64855) filed
with the Securities and Exchange Commission on November 20, 1998.
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<PAGE>
EXHIBIT 5.1
-----------
January 21, 1999
Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Ste. 200
Pasadena, CA 91101
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about January 22, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 3,218,774 shares of your Class A
Common Stock reserved for issuance under the 1996 Stock Option Plan (the "1996
Plan"), (ii) 4,000,000 shares of your Class B Common Stock reserved for issuance
under the 1998 Stock Plan (the "1998 Plan"), and (iii) 1,000,000 shares of your
Class B Common Stock reserved for issuance under the 1998 Employee Stock
Purchase Plan (the "1998 Purchase Plan"). The 3,218,774 shares of Class A
Common Stock reserved under the 1996 Plan and the aggregate of 5,000,000 shares
of Class B Common Stock reserved under the 1998 Plan and the 1998 Purchase Plan
are referred to collectively hereinafter as the "Shares," and the 1996 Plan, the
1998 Plan and the 1998 Purchase Plan are referred to hereinafter collectively as
the "Plans." As your legal counsel, we have examined the proceedings taken and
proposed to be taken in connection with the issuance, sale and payment of
consideration for the Shares to be issued under the Plans.
It is our opinion that, when issued and sold in compliance with applicable
prospectus delivery requirements and in the manner referred to in the Plans and
pursuant to the agreements which accompany the Plans, the Shares will be legally
and validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
--------------------------------------------------
We consent to the incorporation by reference in the Registration Statement (Form
S-8, dated January 22, 1999) pertaining to the 1996 Stock Option Plan and the
1998 Employee Stock Purchase Plan of Ticketmaster Online-CitySearch, Inc. of our
report dated September 3, 1998, with respect to the financial statements for the
year ended January 31, 1998 of Ticketmaster Online-CitySearch, Inc. and our
report dated March 11, 1998 except for note 10 as to which the date is September
28, 1998, with respect to the consolidated financial statements of CitySearch,
Inc. for the year ended December 31, 1997 included in its Registration Statement
(Form S-1 No. 333-64855), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Woodland Hills, California
January 18, 1999
