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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2000
REGISTRATION NO. 333-______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
----------------------------
TICKETWEB INC. 2000 STOCK PLAN
(FULL TITLE OF THE PLAN)
----------------------------
John Pleasants
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
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum Maximum Amount of
Amount to be Offering Price Per Aggregate Registration
Title of Securities to be Registered Registered(1) Security(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Class B Common Stock, $.01 Par Value 130,582 $11.14 $1,454,683 $385
=============================================================================================================================
</TABLE>
(1) Includes 130,582 shares to be registered under the TicketWeb Inc. 2000
Stock Plan (the "2000 Plan").
(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 130,582 shares of Class B Common Stock
subject to outstanding options under the 2000 Plan is $11.14.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION
Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act of 1933, as amended (the "Securities Act") and Note to
Part 1 of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Rule 428
under the Securities Act and Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:
(i) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999;
(ii) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(iii) The Registrant's Current Reports on Form 8-K, filed with the
Commission on January 28, 2000, April 20, 2000 and June 6, 2000;
(iv) 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 Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description; and
(v) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (i) above.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
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deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. 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.
Certain legal matters with respect to the legality of the issuance of
the shares of Class B Common Stock registered hereby will be passed upon for the
Registrant by Gibson, Dunn & Crutcher LLP, Los Angeles, California.
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 Registrant's Restated
Certificate of Incorporation also provides that the Registrant is required to
indemnify to the fullest extent permitted by law any director, officer or
employee of the Registrant.
The Registrant's Restated Bylaws provide that (i) the Registrant is
required to indemnify its directors and officers to the maximum extent permitted
by the DGCL, subject to certain very limited exceptions, (ii) the Registrant may
indemnify its other employees and agents to the maximum extent permitted by the
DGCL, (iii) the Registrant is required to advance expenses, as incurred, to its
directors 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.
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<TABLE>
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Item 8. EXHIBITS.
<S> <C>
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 TicketWeb Inc. 2000 Stock Plan and form of stock option agreements.
5.1 Legal Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained 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.
Item 9. UNDERTAKINGS.
(a) The 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.
(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 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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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
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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
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<TABLE>
<S> <C> <C>
/S/ CHARLES CONN Director July 6, 2000
---------------------------------------
Charles Conn
/S/ BARRY DILLER Director July 6, 2000
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Barry Diller
/S/ JOSEPH GLEBERMAN Director July 6, 2000
---------------------------------------
Joseph Gleberman
/S/ WILLIAM GROSS Director July 6, 2000
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William Gross
/S/ ALLEN GRUBMAN Director July 6, 2000
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Allen Grubman
/S/ LAWRENCE JACOBSON Director July 6, 2000
---------------------------------------
Lawrence Jacobson
/S/ VCTOR A. KAUFMAN Director July 6, 2000
---------------------------------------
Victor A. Kaufman
/S/ DARA KHOSROWHAHI Director July 6, 2000
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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
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TICKETMASTER ONLINE-CITYSEARCH, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
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 TicketWeb Inc. 2000 Stock Plan 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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