<PAGE>
As filed with the Securities and Exchange Commission on August 28, 1997.
Registration No. 333-____________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
UNIVISION COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
-------------------
DELAWARE 94-4398884
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 AVENUE OF THE STARS, SUITE 3050, LOS ANGELES, CALIFORNIA 90067
(Address of principal executive offices)
UNIVISION COMMUNICATIONS INC. 1996 PERFORMANCE AWARD PLAN
(Full title of the plan)
ROBERT V. CAHILL
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(Name and address of agent for service)
-------------------
Telephone number, including area code, of agent for service: (310) 556-7676
-------------------
Copies to:
SYLVIA R. ESQUIVEL KENDALL R. BISHOP
6701 CENTER DRIVE WEST, 16TH FLOOR O'MELVENY & MYERS LLP
LOS ANGELES, CALIFORNIA 90045 1999 AVENUE OF THE STARS, SUITE 700
(310) 348-3675 LOS ANGELES, CALIFORNIA 90067-6035
(310) 553-6700
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee
- --------------------------------------------------------------------------------
Common Stock, 5,500,000(1) $48.53(2) $266,921,875(2) $80,885.42(2)
par value $.01 shares
per share
- -------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire
the shares of Common Stock under the above-referenced plan and, pursuant to
Rule 416(c), an additional indeterminate number of shares which by reason
of certain events specified in the Plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low prices of the Common Stock reported in THE WALL STREET
JOURNAL as of August 22, 1997.
(3) The Exhibit Index included in this Registration Statement is at page 9.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be provided to employees
in accordance with Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents, which include the statement
of availability required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Univision Communications Inc. (the
"Company") filed with the Securities and Exchange Commission are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the Company's fiscal quarter ended
June 30, 1997; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8A dated September 25, 1996, and any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, par value $.01 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware, the Company's state
of incorporation, allows Delaware companies to provide certain indemnification
rights for the benefit of their officers, directors, employees and agents. The
Company's Restated Certificate of Incorporation ("Certificate") contains
indemnification provisions covering directors, employees and agents of the
Company.
The Certificate requires the Company to indemnify a person covered by the
indemnification provisions ("Indemnitee") to the fullest extent permitted by
applicable law. The indemnification is for expenses, liabilities and losses
(including but not limited to attorney's fees, judgments, amounts paid in
settlements, fines and penalties) (collectively, the "Expenses") reasonably
incurred by an Indemnitee named or involved in a threatened, pending or
completed proceeding, whether civil, administrative or criminal in nature.
There are some circumstances under which an Indemnitee is not entitled to
indemnification. The first is when a proceeding is initiated by him/her without
the Company's prior approval. The second is when an Indemnitee's conduct (which
is the subject of the proceeding) does not meet the standard of conduct (see
below) called for under the Delaware indemnification statutes. Additionally, if
an Indemnitee is found liable for negligence or misconduct in the performance of
his/her duty to the Company in the proceeding for which indemnification is
sought, he/she may be indemnified, but only if the court in which the proceeding
was brought finds that the Indemnitee is entitled to indemnification of Expenses
(and at an amount) which the court deems appropriate.
The Delaware statute on civil disputes requires a prospective Indemnitee to
have acted in good faith and in a manner he/she reasonably believed to be in, or
not opposed to, the best interests of the Company. The Delaware statute on
criminal matters requires a prospective Indemnitee to have had no reasonable
cause to believe that his/her conduct was unlawful. The determination as to
whether an Indemnitee has met the applicable standard of conduct on any given
occasion, may be made by a majority of the Board of Directors of the Company who
are not a party to the proceeding, by the Company's legal counsel pursuant to
the Board's request, or by the Company's stockholders.
When an Indemnitee who is an officer or director of the Company incurs
Expenses in defending a proceeding, the Company will reimburse him/her for those
Expenses (even if the proceeding has not been finally resolved). In order to be
reimbursed, that Indemnitee must promise in writing to return any amounts
advanced if it is later determined that the officer/director was not entitled to
be indemnified by the Company after all. If an indemnity claim is not paid
within 30 days of written payment demand, the Company may be liable for the
Indemnitee's costs of enforcing his indemnity rights.
The indemnification provisions in the Certificate are not intended to, and
do not, supersede, diminish or replace any other indemnity rights that an
Indemnitee may have now or acquire in the future as a result of any event,
including, but not limited to, statutory changes, contract(s) entered into, or
action by the stockholders or the Board of Directors. Moreover, any repeal or
modification of the current indemnification provisions in the Certificate will
not diminish any indemnification rights that an Indemnitee may have had with
respect to proceedings that arose prior to the repeal or modification of those
indemnification provisions.
4
<PAGE>
If some or all of the indemnification provisions in the Certificate are
legally invalidated, the Company will continue to be obligated to indemnify any
Indemnitee (i) for Expenses for which indemnification is available under those
indemnification provisions that were not legally invalidated and (ii) to the
full extent permitted by applicable law.
The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for: (i) any breach of the
duty of loyalty to the Company or its stockholders; (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law; (iii) liability under Section 174 of the Delaware General Corporation Law
relating to certain unlawful dividends and stock repurchases; or (iv) any
transaction from which the director derived an improper personal benefit.
Individual indemnification agreements (the "Indemnification
Agreements") have been entered into by the Company with its directors and
officers. The Indemnification Agreements provide for indemnification to the
fullest extent permitted by law and provide contractual assurance to directors
and officers that indemnity and advancement of expenses will be available to
them regardless of any amendment or revocation of the Company's Bylaws.
The Company's Bylaws permit the Company to purchase and maintain
insurance on behalf of any director, officer, employee or agent of the
Company against liability asserted against him or her in any such capacity,
whether or not the Company would have the power to indemnify him or her
against such liability under the provisions of the Bylaws. However, the
Company maintains directors and officers liability insurance providing
coverage only with respect to claims made against officers and directors as
to which they are entitled to be indemnified by the Company.
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
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 (the "Securities Act");
5
<PAGE>
(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; and
(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 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 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, 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; and
(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.
(h) 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 provisions described in Item 6 above, 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.
6
<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 Los Angeles, State of
California, on August 27, 1997.
UNIVISION COMMUNICATIONS INC.
By: /s/ A. JERROLD PERENCHIO
------------------------------------
A. Jerrold Perenchio
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert V. Cahill and George W. Blank, his true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and 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 attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and 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
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ A. JERROLD PERENCHIO Chairman of the Board and Chief August 27, 1997
- ------------------------ Executive Officer
A. Jerrold Perenchio
/s/ GEORGE W. BLANK Executive Vice President and August 27, 1997
- ----------------------- Chief Financial Officer, in his
George W. Blank capacities, as chief financial
officer and principal accounting
officer
7
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/s/ HENRY CISNEROS President and Chief Operating August 27, 1997
- -------------------- Officer, Director
Henry Cisneros
Director August ___, 1997
- --------------------
Gustavo Cisneros
/s/ LAWRENCE W. DAM Director August 27, 1997
- --------------------
Lawrence W. Dam
/s/ HAROLD GABA Director August 27, 1997
- --------------------
Harold Gaba
/s/ ALAN HORN Director August 27, 1997
- --------------------
Alan Horn
/s/ JOHN G. PERENCHIO Director August 27, 1997
- ---------------------
John G. Perenchio
/s/ RAY RODRIGUEZ Director August 27, 1997
- --------------------
Ray Rodriguez
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 1996 Performance Award Plan *
4.2 Form of Stock Option Award Agreement
5. Opinion of O'Melveny & Myers LLP (opinion re
legality)
24.1 Consent of Independent Public Accountants
24.2 Consent of O'Melveny & Myers LLP (included in
Exhibit 5)
25. Power of Attorney (included in this
Registration Statement under "Signatures")
- ------------------------
* Incorporated by reference from the Company's Registration Statement File
No. 333-6309.
<PAGE>
UNIVISION COMMUNICATIONS INC.
AMENDED AND RESTATED
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") is dated as of
November 26, 1996, by and between Univision Communications Inc., a Delaware
corporation (the "Corporation"), and 1- (the "Optionee").
W I T N E S E T H:
WHEREAS, on September 20, 1996, pursuant to the Corporation's 1996
Performance Award Plan (the "Plan"), the Corporation's Board of Directors
(acting as the Committee as defined in the Plan) granted to the Optionee,
subject to New York State Blue Sky laws, effective as of September 26, 1996 (the
"Award Date"), a nonstatutory stock option (the "Option") to purchase all or any
part of an aggregate of 2- shares of the Corporation's Class A Common Stock (the
"Aggregate Grant"), $0.01 par value, upon the terms and conditions herein and in
the Plan;
WHEREAS, the Board of Directors has appointed its Compensation
Committee (the "Committee") to administer the Plan and the Committee passed a
resolution on November 25, 1996 to amend and restate this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties hereto
agree as follows:
1. GRANT OF OPTION. The Corporation has granted to the Optionee as
a matter of separate inducement and agreement in connection with his or her
employment, and not in lieu of any
salary or other compensation for his or her services, the right and option to
purchase, in accordance with the Plan and on the terms and conditions of the
Plan and those hereinafter set forth, all or any part of the Aggregate Grant at
a price equal to $23.00 per share, exercisable from time to time subject to the
provisions of this Agreement prior to the close of business on a date not later
than the day before the tenth anniversary of the Award Date (the "Expiration
Date"). Such price equals the value established by the Committee for purposes
of granting options under the Plan and is at least 100% of the Fair Market Value
of the Class A Common Stock on the Award Date. The effectiveness of this grant
is subject to shareholder approval of the Plan.
2. EXERCISABILITY OF OPTION.
Except as earlier permitted by or pursuant to the Plan or by
resolution of the Committee adopted after the date hereof, the Option may be
exercised from time to time and for the number of
<PAGE>
shares as follows: 50% of the Aggregate Grant on the first anniversary of the
Award Date and 50% on the second anniversary of the Award Date.
To the extent the Optionee does not in any year purchase all or any
part of the shares to which the Optionee is entitled, the Optionee has the right
cumulatively thereafter to purchase any shares not so purchased and such right
shall continue until the Option terminates or expires. Fractional share
interests shall be disregarded, but may be cumulated. No fewer than 10 shares
may be purchased at any one time, unless the number purchased is the total
number at the time available for purchase under the Option.
3. CHANGE IN CONTROL EVENT. Notwithstanding any provisions in this
Agreement to the contrary, unless prior to a Change in Control Event (as that
term is defined in the Plan) the Committee determines that, upon its occurrence,
there shall be no acceleration of benefits or determines that only certain or
limited benefits shall be accelerated and the extent to which they shall be
accelerated, and/or establishes a different time in respect of such Event for
such acceleration, then upon the occurrence of a Change in Control Event each
outstanding Option granted to the Optionee shall become exercisable, and the
total number of shares subject thereto shall be purchasable immediately.
4. METHOD OF EXERCISE OF OPTION AND PAYMENT OF PURCHASE PRICE.
Subject to such further limitations and rules or procedures as the Committee may
from time to time establish, the exercise of all or any portion of the Option
shall be by means of written notice of exercise delivered to the Corporation,
specifying the number of whole shares with respect to which the Option is being
exercised, together with any written statements required pursuant to Section 6.4
of the Plan (regarding compliance with applicable law) and payment of the
purchase price according to the following terms:
(a) in cash or by electronic funds transfer;
(b) by certified or cashier's check payable to the order of the
Corporation;
(c) by the delivery of shares of Class A Common Stock of the
Corporation already owned by the Optionee, PROVIDED, HOWEVER, that the
Committee may in its absolute discretion limit the Optionee's ability to
exercise the Option by delivering such shares, and PROVIDED FURTHER that
any shares delivered which were initially acquired upon exercise of a stock
option must have been owned by the Optionee at least six months as of the
date of delivery; or
(d) by notice and third party payment in such manner as may be
authorized by the Committee.
2
<PAGE>
5. CONTINUANCE OF EMPLOYMENT. Nothing contained in this Agreement
or in the Plan shall confer upon the Optionee any right to continue in the
employ of the Corporation or applicable Subsidiary (as that term is defined in
the Plan) or interfere in any way with the rights of the Corporation or
applicable Subsidiary, which are hereby expressly reserved, to reduce the
Optionee's compensation from the rate in existence at any time or to terminate
the Optionee's employment for any reason, except to the extent that such rights
are modified by other contracts.
6. EFFECT OF TERMINATION OF RELATIONSHIP. The Option and all other
rights hereunder, to the extent such rights shall not have been exercised, shall
terminate and become null and void at such time as the Optionee ceases to be
employed by the Corporation or applicable Subsidiary. Notwithstanding the
preceding sentence, if the Optionee is not terminated for cause (as defined by
the Committee), the Optionee (or in the event of Optionee's death, his or her
Beneficiary) may exercise the Option within any applicable period specified in
subsection (a), (b) or (c) below, and to the extent described in such
subsection, as follows:
(a) up to three months if the Optionee voluntarily resigns, provided
that the Option may only be exercised to the extent the Option was exercisable
at the date of termination either by its terms or pursuant to a determination by
the Committee (within a reasonable period after such termination) in its
discretion;
(b) up to 12 months after termination of employment with the
Corporation, if such termination is without cause or occurs as a result of the
Optionee's Retirement or Total Disability; in any such event the total number of
shares subject to the Option shall become exercisable immediately on the date of
such termination;
(c) up to 12 months after the Optionee's death, if the Optionee dies
while in the employ of the Corporation or a Subsidiary or during the period
referred to in subsection (a) or (b) of this Section 6; in the event that
Optionee dies while in the employ of the Corporation or a Subsidiary, the total
number of shares subject to the Option shall become exercisable immediately on
the date of death. Exercise under this subsection (c) shall be by the
Optionee's Beneficiary under the Plan;
provided, however, that in no event may the Option be exercised by anyone under
this Section 6 or otherwise after the Expiration Date. If the Optionee is
employed by an entity which ceases to be a Subsidiary, such event shall be
deemed for purposes of this Section 6 to be a termination of employment
described in subsection (b) in respect of Optionee. Absence from work caused by
military service or authorized sick leave shall not be considered as a
termination of employment for purposes of this Section.
3
<PAGE>
7. TRANSFERABILITY OF OPTION. Subject to the provisions of Section 6
above and of the Plan, the Option and the rights and privileges conferred hereby
are not transferable or assignable and may not be offered, sold, pledged,
hypothecated or otherwise disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment, garnishment, levy
or similar process. Except as provided by the Plan, the Option may be exercised
only by (i) the Optionee, (ii) the Optionee's Personal Representative, if any,
if the Optionee has suffered a Disability, or (iii) to the extent provided by
Section 6, by the Optionee's transferees by will or under the laws of descent
and distribution. In the event that the spouse of the Optionee shall have
acquired a community property interest in the Option, the Optionee or such
transferees may exercise it on behalf of the spouse of the Optionee or such
spouse's successor in interest.
8. TERMINATION OF OPTION UNDER CERTAIN CIRCUMSTANCES. Subject to
Section 6.2(c) of the Plan, the Option shall terminate to the extent not
previously exercised upon an event or transaction which the Corporation does not
survive.
9. NOTICES. Any notice to be given under the terms of this
Agreement or pursuant to the Plan shall be in writing and addressed to the
Secretary of the Corporation at its principal office, and any notice to be given
to the Optionee shall be addressed to him or her at the address given beneath
the Optionee's signature hereto or at such other address as either party may
hereafter designate in writing to the other party. Any such notice shall be
deemed to have been duly given when enclosed in a properly sealed envelope
addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office
regularly maintained by the United States Government.
10. TAX WITHHOLDING. Subject to the provisions of Section 6.5 of the
Plan, withholding requirements in connection with the exercise of the Option may
be satisfied by any of the following methods:
(a) deduction of required withholding amounts by the Corporation from
any cash payment by the Corporation;
(b) payments by the Optionee prior to exercise of the Option of such
amounts in cash or in shares; or
(c) reduction of the number of shares to be received pursuant to the
exercise of the Option.
11. 1996 PERFORMANCE AWARD PLAN. The Option and all rights of
Optionee thereunder are subject to, and the Optionee agrees to be bound by, all
of the terms and conditions of the provisions of the Plan, incorporated herein
by this reference, to
4
<PAGE>
the extent such provisions are applicable to options granted to Eligible
Employees. The Optionee acknowledges receipt of a copy of the Plan, which is
made a part hereof by this reference, and agrees to be bound by the terms
thereof. Unless otherwise expressly provided in other Sections of this
Agreement, provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in the Optionee
unless such rights are expressly set forth herein or are otherwise in the sole
discretion of the Committee so conferred by appropriate action of the Committee
under the Plan after the date hereof.
12. COMPLIANCE WITH LAW. No shares may be purchased by exercise of
the Option and no shares shall be issued and delivered to Optionee pursuant to
this Agreement unless and until (i) a registration statement under the
Securities Act of 1933 with respect to the Class A Common Stock issuable under
the Plan shall have become effective with the Securities and Exchange
Commission, and (ii) any applicable requirements under the securities laws of
any state of the United States shall have been satisfied.
13. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
5
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Optionee has
hereunto set his or her hand as of the day and year first above written.
UNIVISION COMMUNICATIONS INC.
By:
--------------------------------
Robert V. Cahill
Vice President and Secretary
OPTIONEE
-----------------------------------
(Signature)
3-
(Print Name)
-----------------------------------
(Address)
-----------------------------------
(City, State, Zip Code)
-----------------------------------
(Social Security Number)
6
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing Nonstatutory Stock
Option Agreement by Univision Communications Inc., I, _________________ the
spouse of the Optionee herein named, do hereby join with my spouse in executing
the foregoing Nonstatutory Stock Option Agreement and do hereby agree to be
bound by all of the terms and provisions thereof and of the Plan.
Date:
----------------- ----------------------------------
Signature of Spouse
7
<PAGE>
August 28, 1997
884,097-033
(310) 553-6700
Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Dear Ladies and Gentlemen:
In connection with the registration of up to 5,500,000 shares of Class
A Common Stock of Univision Communications Inc. (the "Company"), par value $0.01
per share (the "Shares"), under the Securities Act of 1933, as amended (the
"Act"), pursuant to a Registration Statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission on August 28,
1997, you have requested our opinion set forth below.
We have considered such facts and examined such questions of law as we
have considered appropriate for purposes of rendering the opinion expressed
below.
We are opining only as to the General Corporation Law of the State of
Delaware and we express no opinion with respect to the applicability or the
effect of any other laws or as to any matters of municipal law or of any other
local agencies within any state.
Subject to the foregoing and in reliance thereon, in our opinion the
Shares have been duly authorized by all necessary corporate action on the part
of the Company, and upon payment for and delivery of the Shares as contemplated
in accordance with the Company's 1996 Performance Award Plan and the
countersigning of any certificates representing the Shares by a duly authorized
signatory of the registrar for the Company's Common Stock, the Shares will be
validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
O'Melveny & Myers LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Univision Communications Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated March 6,
1997 included in Univision Communications Inc.'s Form 10-K for the year ended
December 31, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 27, 1997
