<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1998.
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)
1998 STOCK BONUS 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 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) 246-6780
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 890,614 $33.906(1) $30,197,381(1) $8,908(1)
par value $.01 per share shares
</TABLE>
(1) 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 Class A Common Stock on June 4, 1998,
as reported on the New York Stock Exchange and published in The Western Edition
of The Wall Street Journal.
The Exhibit Index for 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.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission by Univision Communications Inc. (the "Company") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the Company's fiscal quarter ended
March 31, 1998; and
(c) The description of the Company's Class A 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 Class A 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. A description of the
capital stock constitutes a part of the prospectus for the Plan.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Attorneys at O'Melveny & Myers LLP participating in the preparation of
this Prospectus and other matters for the Company own 5,500 shares of the
Company's Class A Common Stock.
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
3
<PAGE>
of Incorporation, as amended (the "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 (an "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 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.
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.
4
<PAGE>
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 Amended and Restated Bylaws (the "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 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");
(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;
5
<PAGE>
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 June 11,
1998.
UNIVISION COMMUNICATIONS INC.
By: /s/ A. Jerrold Perenchio
------------------------------------
A. Jerrold Perenchio
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Henry Cisneros, 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 June 11, 1998
- ------------------------ Executive Officer
A. Jerrold Perenchio
/s/ George W. Blank Executive Vice President June 11, 1998
- ------------------------ and Chief Financial Officer, in his
George W. Blank capacities, as chief financial
officer and principal accounting
officer
7
<PAGE>
/s/ Henry Cisneros President and Chief Operating June 11, 1998
- ------------------------ Officer, Director
Henry Cisneros
/s/ Gustavo Cisneros Director June 11, 1998
- ------------------------
Gustavo Cisneros
/s/ Lawrence W. Dam Director June 11, 1998
- ------------------------
Lawrence W. Dam
/s/ Harold Gaba Director June 11, 1998
- ------------------------
Harold Gaba
/s/ Alan Horn Director June 11, 1998
- ------------------------
Alan Horn
/s/ John G. Perenchio Director June 11, 1998
- ------------------------
John G. Perenchio
/s/ Ray Rodriguez Director June 11, 1998
- ------------------------
Ray Rodriguez
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 1998 Stock Bonus Plan
23.1 Consent of Independent Accountants
24 Power of Attorney (included in this Registration
Statement under "Signatures")
9
<PAGE>
EXHIBIT 4.1
WHEREAS, A. Jerrold Perenchio has offered to contribute shares of
Class P Common Stock to the Corporation with a market value of $50.8 million as
of the close of business today (the "Shares");
WHEREAS, such contribution would be in the best interests of the
Corporation and its stockholders;
NOW, THEREFORE, BE IT RESOLVED, that the officers of this Corporation
are, and each of them hereby is, authorized to accept from A. Jerrold Perenchio
the Shares, which, in accordance with the Corporation's Certificate of
Incorporation, will automatically be converted into shares of Class A Common
Stock and held in the Corporation's treasury.
RESOLVED FURTHER, that it is in the best interests of the Corporation
and its stockholders for bonuses to be paid to certain employees of the
Corporation, the specific individuals and the amount of each bonus to be
determined by the Compensation Committee.
RESOLVED FURTHER, that a portion of each bonus, approximately 30%,
shall be paid to each recipient in cash in an amount equal to the minimum
withholding tax payable by the Corporation on the aggregate bonus payable to
such employee, such tax to be retained by the Corporation and paid directly
to the appropriate federal or state taxing authority.
RESOLVED FURTHER, that the remainder of each bonus, or approximately
70%, shall be paid to the selected employees in shares of Class A Common Stock
of the Corporation.
RESOLVED FURTHER, that these resolutions shall be deemed to be a stock
bonus plan for all purposes.
RESOLVED FURTHER, that the officers of the Corporation are, and each
of them hereby is, authorized to file a registration statement on Form S-8 with
the Securities and Exchange Commission covering the shares being issued pursuant
to these resolutions.
RESOLVED FURTHER, that the officers of this corporation are, and each
of them hereby is, authorized to pay any and all expenses and fees related to
the foregoing.
RESOLVED FURTHER, that the officers of the Corporation be, and each
of them hereby is, authorized to take such other actions and to execute such
other documents, including any actions or documents required by the New York
Stock Exchange, as are necessary or appropriate in order to carry out the
intention of the foregoing resolutions, the appropriateness or necessity to
be conclusively determined by the taking of such action or the execution of
such document.
<PAGE>
EXHIBIT 23.1
[ARTHUR ANDERSEN LLP LOGO]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Univision Communications Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 6, 1998
included in Univision Communications Inc.'s Form 10-K for the year ended
December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
- -----------------------
Roseland, New Jersey
June 9, 1998
