<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000
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 or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
790 E. COLORADO BLVD., STE. 200
PASADENA, CALIFORNIA 91101
(626) 405-0050
(Address, including zip code, and
telephone number, including
area code, of registrant's
principal executive
offices)
----------------------------
1999 STOCK PLAN
(FULL TITLE OF THE PLAN)
----------------------------
Charles Conn, III
CHIEF EXECUTIVE OFFICER
Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Ste. 200
Pasadena, California 91101
(626) 405-0050
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
----------------------------
WITH A COPY TO:
Kenneth M. Doran, Esq.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed Maximum Maximum
Amount to be Offering Price Per Aggregate Amount of
Title of Securities to be Registered Registered (1) Security(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Class B Common Stock, $.01 Par Value 3,000,000 $24.25 $72,750,000 $19,206
=================================================================================================================================
</TABLE>
(1) Includes 3,000,000 shares (the "Additional Shares") to be registered under
the 1999 Stock Plan (the "1999 Plan"), which are in addition to the
4,000,000 shares previously registered under the 1999 Plan pursuant to a
Registration Statement on Form S-8 (SEC File No. 333-30794).
(2) The Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended. The weighted
average exercise price of the 2,166,400 shares of the Additional Shares
subject to outstanding options under the 1999 Plan is $27.43. With respect
to the 833,600 shares of Class B Common Stock of the Additional Shares
available for future grants under the 1999 Plan, the estimated Proposed
Maximum Offering Price Per Share was estimated pursuant to Rule 457(c)
based upon the average between the high and low price of the Class B Common
Stock reported in the Nasdaq National Market on July 5, 2000, which average
was $15.97. 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).
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This registration statement incorporates by reference the contents of
the Registration Statement on Form S-8 (SEC File No. 333-30794) filed with the
Securities and Exchange Commission on February 18, 2000.
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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 Pasadena, State of California, on July 6, 2000.
TICKETMASTER ONLINE-CITYSEARCH, INC.
By: /s/ JOHN PLEASANTS
------------------------------------------
John Pleasants, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas McInerney and Bradley K. Serwin,
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.
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
--------- ----- ----
<S> <C> <C>
/s/ JOHN PLEASANTS Chief Executive Officer (Principal July 6, 2000
-------------------------------------------- Executive Officer) and Director
John Pleasants
/s/ THOMAS MCINERNEY Chief Financial Officer, Executive Vice July 6, 2000
-------------------------------------------- President, Finance and Treasurer
Thomas McInerney (Principal Financial and Accounting
Officer)
/s/ BARRY BAKER Director July 6, 2000
--------------------------------------------
Barry Baker
/s/ TERRY BARNES Director July 6, 2000
--------------------------------------------
Terry Barnes
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ CHARLES CONN Director July 6, 2000
--------------------------------------------
Charles Conn
/s/ BARRY DILLER Director July 6, 2000
--------------------------------------------
Barry Diller
/s/ JOSEPH GLEBERMAN Director July 6, 2000
--------------------------------------------
Joseph Gleberman
/s/ WILLIAM GROSS Director July 6, 2000
--------------------------------------------
William Gross
/s/ ALLEN GRUBMAN Director July 6, 2000
--------------------------------------------
Allen Grubman
/s/ LAWRENCE JACOBSON Director July 6, 2000
--------------------------------------------
Lawrence Jacobson
/s/ VICTOR A. KAUFMAN Director July 6, 2000
--------------------------------------------
Victor A. Kaufman
/s/ DARA KHOSROWSHAHI Director July 6, 2000
--------------------------------------------
Dara Khosrowshahi
/s/ BRYAN LOURD Director July 6, 2000
--------------------------------------------
Bryan Lourd
/s/ JON MILLER Director July 6, 2000
--------------------------------------------
Jon Miller
/s/ WILLIAM D. SAVOY Director July 6, 2000
--------------------------------------------
William D. Savoy
/s/ ALAN SPOON Director July 6, 2000
--------------------------------------------
Alan Spoon
/s/ THOMAS UNTERMAN Director July 6, 2000
--------------------------------------------
Thomas Unterman
</TABLE>
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TICKETMASTER ONLINE-CITYSEARCH, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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<S> <C>
EXHIBIT NO. DESCRIPTION
4.1* Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1 (File No.
333-64855), as filed with the Commission on November 6,
1998).
4.2* Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on
Form S-1 (File No. 333-64855), as filed with the Commission
on November 6, 1998).
4.3* Specimen Class B Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1 (File No. 333-64855), as filed with
the Commission on November 6, 1998).
4.4* Form of Class B Common Stock Purchase Warrant of the
Registrant to be delivered upon closing of the Sidewalk
acquisition (3,000,000 shares) (incorporated by reference to
Exhibit 4.2 of the Registrant's Report on Form 10-Q filed
with the Commission on August 16, 1999).
4.5* Form of Class B Common Stock Purchase Warrant of the
Registrant to be delivered upon closing of the Sidewalk
acquisition (1,500,000 shares) (incorporated by reference to
Exhibit 4.3 of the Registrant's Report on Form 10-Q filed
with the Commission on August 16, 1999).
4.6 1999 Stock Plan, as amended, and form of stock option
agreements.
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (contained on signature page hereto).
</TABLE>
* Incorporated by reference.
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