<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TICKETMASTER GROUP, INC.
(Exact name of Registrant as specified in its charter)
----------------------
ILLINOIS 36-3597489
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8800 SUNSET BOULEVARD
WEST HOLLYWOOD, CALIFORNIA 90069
(310) 360-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's executive offices)
----------------------
TICKETMASTER STOCK PLAN (AS AMENDED AND RESTATED)
(Full title of the plan)
NED S. GOLDSTEIN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
TICKETMASTER GROUP, INC.
8800 SUNSET BOULEVARD
WEST HOLLYWOOD, CALIFORNIA 90069
(310) 360-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
NORMAN J. GANTZ, ESQ.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED OFFERING PRICE PER SHARE AGGERGATE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
no par value 500,000 shares (2) $14.22 (3) $7,110,000 (3) $2,155 (3)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers additional shares of the Registrant's
Common Stock issuable pursuant to the same employee benefit plan for which
Registration Statement 333-19717 is currently effective. Accordingly,
pursuant to Instruction E on Form S-8, the registration fee is being paid
with respect to the additional securities only.
(2) Plus an indeterminate number of shares which may be issued as a result of
the anti-dilution provisions contained in the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457 (c) and (h) under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Company's Common Stock as reported on the National Market System of the
NASD on June 10, 1997.
===============================================================================
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Registration Statement No. 333-19717 was filed with the Securities and
Exchange Commission on January 13, 1997 by Ticketmaster Group, Inc. (the
"Company" or the "Registrant") to register 3,250,000 shares of its common
stock, no par value (the "Common Stock"), issuable pursuant to the Ticketmaster
Stock Plan, as Amended and Restated (the "Plan"). Registration Statement No.
333-19717 is still effective. This Registration Statement is being filed to
register 500,000 additional shares of the Common Stock issuable by the Company
pursuant to the Plan, as amended and restated.
The contents of Registration Statement No. 333-19717 are incorporated
herein by reference, to the extent not amended hereby.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference and made a part
hereof:
(a) Annual Report on Form 10-K for the fiscal year ended January 30, 1997;
(b) Current Report on Form 8-K dated May 13, 1997;
(c) Current Report on Form 8-K/A dated June 12, 1997;
(d) Quarterly Report on Form 10-Q for the quarterly period ended April
30, 1997;
(e) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under the
Exchange Act (File No. 0-21631), including 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 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain partners of and attorneys associated with Neal, Gerber &
Eisenberg, a firm that performs legal services for the Company, own shares of
Common Stock. Charles Evans Gerber and Norman J. Gantz, partners in the firm,
serve as a director and as Secretary, respectively, of the Company. In
addition, Mr. Gerber and Marshall E. Eisenberg, who is also a partner in the
firm, are co-trustees of trusts which directly and indirectly own shares of
Common Stock. Specifically, Mr. Eisenberg is a co-trustee of trusts which
indirectly own shares of common stock of HG, Inc. (which entity is the holder
of 2,544,526 shares of Common Stock) and Messrs. Eisenberg and Gerber are
co-trustees of trusts which directly own shares of Class A Preferred Stock and
Class B Preferred Stock of Rockwood & Co. (which entity is the holder of
23,438 shares of Common Stock). Further, Mr. Gerber holds options to purchase
35,000 shares of Common Stock, and will be entitled to be granted additional
options to purchase shares of Common Stock under the Ticketmaster Stock Plan,
as amended and restated.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.75 of the Illinois Business Corporation Act ("IBCA") empowers a
corporation, subject to certain limitations, to indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in
connection with any suit or proceeding to which they are a party so long as
they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to a
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct to have been unlawful. The Registrant's Articles provide
that the Registrant shall indemnify its directors and officers to the fullest
extent permitted by Section 8.75 of the IBCA.
Section 2.10 of the IBCA permits an Illinois corporation to include in its
articles of incorporation a provision eliminating or limiting a director's
personal liability to a corporation or its shareholders for monetary damages
for breaches of fiduciary duty. The enabling statute provides, however, that
liability for breaches of the duty of loyalty, acts or omissions not in good
faith or involving intentional misconduct or knowing violation of the law,
improper distributions or the receipt of improper personal benefits cannot be
eliminated or limited in this manner. The Registrant's Articles include a
provision which eliminates, to the fullest extent permitted, director liability
for monetary damages for breaches of fiduciary duty.
The Registrant has agreed to indemnify each director and officer pursuant
to an Indemnity Agreement from and against any and all expenses, losses,
damages and liabilities incurred by such director or officer for or as a result
of actions taken while such director or officer was acting in his or her
capacity as a director, officer, employee or agent of the Registrant.
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The Registrant has purchased liability coverage for its officers and
directors insuring such officers and directors against losses arising from any
wrongful act in his or her capacity as an officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
---- -----------
<S> <C>
4.1 Ticketmaster Stock Plan (as Amended and Restated)
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included in the signature pages hereto)
</TABLE>
ITEM 9. UNDERTAKINGS
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 this Registration Statement or any material change to such information in
this Registration Statement;
2. That, for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Act"), each post-effective amendment to this
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;
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;
4. That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration
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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
5. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling 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 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 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 West Hollywood, State of California, on June 10,
1997.
TICKETMASTER GROUP, INC.
By: /s/ Fredric D. Rosen
-------------------------------------
Fredric D. Rosen
President and Chief Executive Officer
We, the undersigned officers and directors of Ticketmaster Group, Inc.,
hereby severally constitute Fredric D. Rosen, Ned S. Goldstein and Peter B.
Knepper, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, any and all amendments, including post-effective
amendments, to this Registration Statement, and generally to do all such things
in our name and behalf in such capacities to enable Ticketmaster Group, Inc. to
comply with the applicable provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys, or any of them, to any and all such documents.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 10, 1997 by the following
persons in the capacities indicated.
SIGNATURE TITLE
- --------- -----
/s/ Paul G. Allen Chairman of the Board
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Paul G. Allen
/s/ Fredric D. Rosen President, Chief Executive Officer and
- ------------------------ Director
Fredric D. Rosen (Principal Executive Officer)
/s/ Peter B. Knepper Senior Vice President and
- ------------------------ Chief Financial Officer
Peter B. Knepper (Principal Financial and Accounting Officer)
/s/ Charles Evans Gerber Director
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Charles Evans Gerber
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/s/ David E. Liddle Director
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David E. Liddle
/s/ John A. Pritzker Director
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John A. Pritzker
/s/ William D. Savoy Director
- ------------------------
William D. Savoy
/s/ Terence M. Strom Director
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Terence M. Strom
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<PAGE> 1
EXHIBIT 4.1
TICKETMASTER
STOCK PLAN
(As Amended and Restated)
-------------------------
1. Preamble.
Ticketmaster Group, Inc. (formerly known as "Ticketmaster Holdings Group,
Ltd."), an Illinois corporation (the "Company"), established the Ticketmaster
Stock Plan (the "Plan") as a means whereby the Company may, through awards of
(i) incentive stock options within the meaning of section 422 of the Code (as
herein defined), (ii) stock appreciation rights, (iii) non-qualified stock
options, (iv) restricted stock, and (v) phantom stock:
(a) provide employees of the Company and its subsidiaries with
additional incentive to promote the success of the Company's and its
Subsidiaries' businesses;
(b) enable such employees to acquire proprietary interests in the
Company;
(c) encourage such employees to remain in the employ of the Company
and its Subsidiaries; and
(d) provide Officers and Directors of, and consultants to, the
Company and its Subsidiaries (who are not otherwise employees) with
additional incentive to promote the success of the Company's and its
Subsidiaries' businesses.
The Plan was adopted on June 30, 1994, subsequently amended on September
1, 1994, and is hereby further amended and restated in the form of this Plan
document effective as provided herein. The provisions of this Plan do not
apply to or affect any option, SAR, or stock heretofore or hereafter granted
under any other stock plan of the Company or any Subsidiary, and all such
options, SARs or stock continue to be governed by and subject to the applicable
provisions of the plan or agreement under which they were granted.
2. Definitions.
2.01 "Board" or "Board of Directors" means the board of directors of the
Company.
2.02 "Cause" means, as determined in the sole discretion of the Board, a
Participant's (a) commission of a felony; (b) dishonesty or misrepresentation
involving the Company or any Subsidiary; (c) serious misconduct in the
performance or non-performance of Participant's responsibilities as an
employee, Officer, Director or consultant; (d) violation of a material
condition of employment or retention; (e) unauthorized use of trade secrets or
confidential information; or (f) aiding a competitor of the Company or any
Subsidiary.
2.03 "Change in Control" means, the occurrence of any one of the following
events:
(a) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or which contemplates that
all or substantially all
<PAGE> 2
of the business and/ or assets of the Company shall be controlled by
another corporation or a recapitalization in which the current controlling
stockholders do not continue to be the controlling stockholders;
(b) any sale, lease, exchange or transfer (in one transaction or
series of related transactions) of all or substantially all of the assets
of the Company and/or its Subsidiaries;
(c) approval by the shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company, unless such
plan or proposal is abandoned within 60 days following such approval;
(d) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than a person who is a stockholder
of the Company on the Option Date, who shall become the beneficial owner
of securities of the Company representing more than 50% of the combined
voting power of the Company's then outstanding securities ordinarily
having the right to vote in the election of directors;
(e) any sale, exchange or transfer (other than transfers to
affiliated entities, i.e. entities controlling, controlled by or under
common control with, the transferor) of securities of the Company
representing more than 50% of (i) the total fair market value of the
Company's then outstanding equity securities, or (ii) the combined voting
power of the Company's then outstanding securities ordinarily having the
right to vote in the election of directors, whether pursuant to a tender
or exchange offer, open market offering, purchase or sale, privately
negotiated purchase and sale or otherwise; or
(f) if during a period of two consecutive years from the Option
Date, individuals who at the beginning of such period constituted the
directors of the Company cease for any reason to constitute a majority
thereof (unless the election, or nomination for election by the Company's
stockholders, of each director of the Company first elected during such
period was approved by a vote of at least a majority of the directors
then still in office who were directors at the beginning of any such
period.
2.04 "Code" means the Internal Revenue Code of 1986, as it exists now and
as it may be amended from time to time.
2.05 "Committee" means the committee comprised of two or more outside
Directors appointed by the Board to administer the Plan. Each member of the
Committee shall (a) be a "Non-Employee Director" as determined under Rule
16b-3(b)(3)(i) of the Exchange Act; and (b) be an outside Director as
determined under Treasury Regulation 26 CFR Section 1.162-27(e)(3) or any
successor regulation thereto. Once appointed, the Committee shall continue to
serve until otherwise directed by the Board of Directors.
2.06 "Common Stock" means the Series A common stock of the Company, no par
value, or, if the various series of common stock are eliminated by amendment
to, or restatement of, the Company's Articles of Incorporation, the resulting
class of equity securities ordinarily
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(and apart from rights accruing under special circumstances) having the right
to vote for the election of directors.
2.07 "Company" means Ticketmaster Group, Inc. (formerly known as
"Ticketmaster Holdings Group, Ltd"), an Illinois corporation, and any successor
thereto.
2.08 "Director" means a member of the Board.
2.09 "Exchange Act" shall mean the Securities Exchange Act of 1934, as it
exists now or from time to time may hereafter be amended.
2.10 "Fair Market Value" means for the relevant day:
(a) If shares of Common Stock are listed or admitted to unlisted
trading privileges on any national or regional securitie exchange,
the last reported sale price, regular way, on the composite tape of
that exchange on the day Fair Market Value is to be determined;
(b) If the Common Stock is not listed or admitted to unlisted
trading privileges as provided in paragraph (a), and if sales
prices for shares of Common Stock are reported by the National
Association of Securities Dealers, Inc. Automated Quotations, Inc.
National Market System ("NASDAQ System"), then the last sale price
for Common Stock reported as of the close of business on the day
Fair Market Value is to be determined, or if no such sale takes
place on that day, the average of the high bid and low asked
prices so reported; if Common Stock is not traded on that day, the
next preceding day on which such stock was traded; or
(c) If trading of the Common Stock is not reported by the NASDAQ
System or on a stock exchange, Fair Market Value will be
determined by the Committee based upon the best available data,
which determination shall be conclusive for all purposes.
2.11 "ISO" means incentive stock options within the meaning of Section 422
of the Code.
2.12 "Naked SAR" means a SAR issued not in connection with an ISO or NSO.
2.13 "NSO" means non-qualified stock options, which are not intended to
qualify under Section 422 of the Code.
2.14 "Officer" means a corporate officer of the Company or any Subsidiary.
2.15 "Option" means the right of a Participant, whether granted as an ISO
or an NSO, to purchase a specified number of shares of Common Stock, subject to
the terms and conditions of the Plan.
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2.16 "Option Date" means the date upon which an Option, SAR, Restricted
Stock or Phantom Stock is awarded to a Participant under the Plan.
2.17 "Option Price" means the price per share at which an Option may be
exercised.
2.18 "Participant" means an individual to whom an Option, SAR, Phantom
Stock or Restricted Stock has been granted under the Plan.
2.19 "Phantom Stock" means a hypothetical share of Common Stock issued as
phantom stock under the Plan.
2.20 "Plan" means the Ticketmaster Stock Plan, as set forth herein and as
from time to time amended.
2.21 "Restricted Stock" means Common Stock awarded to a Participant
pursuant to this Plan and subject to the restrictions contained in Section 9.
2.22 "SAR" means a stock appreciation right. A SAR may be a Naked SAR or
a Tandem SAR.
2.23 "Securities Act" means the Securities Act of 1933, as it exists now
or from time to time may hereinafter be amended.
2.24 "Subsidiary" means any corporation or other entity of which the
majority voting power or equity interest is owned directly or indirectly by the
Company.
2.25 "Tandem SAR" means a SAR associated with and issued in connection
with an ISO or NSO.
2.26 Rules of Construction.
(a) Governing Law. The construction and operation of this Plan are
governed by the laws of the State of Illinois.
(b) Undefined Terms. Unless the context requires another meaning,
any term not specifically defined in this Plan has the meaning given to
it by the Code.
(c) Headings. All headings in this Plan are for reference only and
are not to be utilized in construing the Plan.
(d) Gender. Unless clearly appropriate, all nouns of whatever
gender refer indifferently to persons of any gender.
(e) Singular and Plural. Unless clearly inappropriate, singular
terms refer also to the plural and vice versa.
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(f) Severability. If any provision of this Plan is determined to be
illegal or invalid for any reason, the remaining provisions shall
continue in full force and effect and shall be construed and enforced as
if the illegal or invalid provision did not exist, unless the continuance
of the Plan in such circumstances is not consistent with its purposes.
3. Stock Subject to the Plan.
Except as otherwise provided in Section 15, the aggregate number of shares
of Common Stock that may be issued under Options or as Restricted Stock, under
this Plan may not exceed 9,750,000 shares. Reserved shares may be either
authorized but unissued shares or treasury shares, in the Board's discretion.
If any awards hereunder shall terminate or expire, as to any number of shares,
new ISOs, NSOs, and Restricted Stock may thereafter be awarded with respect to
such shares. Except as otherwise provided in Section 15, the aggregate number
of shares of Common Stock that may be issued under Options, as Restricted
Stock, or upon which SARs or Phantom Stock may be awarded for any Participant
may not exceed 1,500,000.
4. Administration.
The Plan shall be administered by the Committee. In addition to any other
powers set forth in this Plan, the Committee has the exclusive authority:
(a) to construe and interpret the Plan, and to remedy any
ambiguities or inconsistencies therein;
(b) to establish, amend and rescind appropriate rules and
regulations relating to the Plan;
(c) subject to the express provisions of the Plan, to determine the
individuals who will receive awards of Options, Restricted Stock, Phantom
Stock and/or SARs, the times when they will receive them, the number of
shares to be subject to each award and the Option Price, payment terms,
payment method, and expiration date applicable to each award;
(d) to contest on behalf of the Company or Participants, at the
expense of the Company, any ruling or decision on any matter relating to
the Plan or to any awards of ISOs, NSOs, Restricted Stock, Phantom Stock
and/or SARs;
(e) generally, to administer the Plan, and to take all such steps
and make all such determinations in connection with the Plan and the
awards of ISOs, NSOs, Restricted Stock, Phantom Stock and/or SARs granted
thereunder as it may deem necessary or advisable;
(f) to determine the form in which payment of a SAR or a Phantom
Stock award granted hereunder will be made (i.e., cash, Common Stock or a
combination thereof) or to approve a participant's election to receive
cash in whole or in part in settlement of the SAR or Phantom Stock award;
and
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(g) to determine the form in which tax withholding under Section 18
of this Plan will be made.
5. Eligible Employees.
Subject to the provisions of the Plan, the Committee shall determine from
time to time those employees, Directors and Officers of, and consultants to,
the Company or a Subsidiary who shall be designated as Participants and the
number, if any, of Options, SARs, Restricted Stock, and Phantom Stock, or any
combination thereof, to be awarded to each such Participant; provided, however,
that no ISOs or Tandem SARs granted with respect to ISOs, shall be awarded
under the Plan after the expiration of the period of ten years from the date
this Plan is adopted by the Board. In addition, no ISOs may be awarded to a
Director or Officer who is not an employee of the Company or a Subsidiary.
6. Terms and Conditions of Incentive Stock Options.
The Committee may in its discretion, grant ISOs to any Participant under
the Plan; provided, however, that no ISOs may be granted to a Participant who
is not an employee of the Company or a Subsidiary. Each ISO shall be evidenced
by an agreement between the Company and the Participant. Each ISO agreement,
in such form as is approved by the Committee, shall be subject to the following
express terms and conditions and to such other terms and conditions, not
inconsistent with the Plan, as the Committee may deem appropriate;
(a) Option Period. Each ISO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 13;
(ii) 10 years (or five years as specified in Section 6(e))
from the Option Date;
(iii) three months after the Participant's termination of
employment for any reason other than death; or
(iv) six months after the Participant's death.
(b) Option Price. Subject to the provisions of Section 6(e), the
Option Price per share shall be determined by the Committee at the time
any ISO is granted, and shall not be less than the Fair Market Value of
the Common Stock subject to the ISO on the Option Date.
(c) Other Option Provisions. The form of ISO authorized by the Plan
may contain such other provisions as the Committee may, from time to
time, determine; provided, however, that such other provisions may not be
inconsistent with any requirements imposed on qualified stock options
under Section 422 of the Code.
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(d) Limitations on Awards. The aggregate Fair Market Value,
determined as of the Option Date, of Common Stock with respect to which
ISOs are exercisable by a Participant for the first time during any
calendar year under all ISO plans of the Company and any Subsidiary shall
not exceed $100,000.
(e) Awards to Certain Stockholders. Notwithstanding Sections 6(a)
and 6(b) hereof, if an ISO is granted to a Participant who owns stock
representing more than 10 percent of the voting power of all classes of
stock of the Company or a Subsidiary (as determined under the Code), the
exercise period specified in the ISO agreement for which the ISO
thereunder is granted shall not exceed five years from the Option Date,
and the Option Price shall be at least 110% of the Fair Market Value (as
of the Option Date) of the Common Stock subject to the ISO.
7. Terms and Conditions of Non-Qualified Stock Option.
The Committee may, in its discretion, grant NSOs to any Participant under
the Plan. Each NSO shall be evidenced by an agreement between the Company and
the Participant. Each NSO agreement, in such form as is approved by the
Committee, shall be subject to the following express terms and conditions and
to such other terms and conditions, not inconsistent with the Plan as the
Committee may deem appropriate:
(a) Option Period. Each NSO will expire as of the earliest of:
(i) the date on which it is forfeited under the provisions of
Section 13;
(ii) the date three months after the Participant's termination
of employment or membership on the Board, as applicable,
for any reason other than death; or
(iii) the date six months after the Participant's death.
(b) Option Price. At the time when the NSO is granted, the
Committee will fix the Option Price. The Option Price may be greater
than, less than, or equal to Fair Market Value on the Option Date, as
determined in the sole discretion of the Committee.
(c) Other Option Provisions. The form of NSO authorized by the Plan
may contain such other provisions as the Committee may from time to time
determine.
8. Terms and Conditions of Stock Appreciation Rights.
The Committee may, in its discretion, grant a SAR to any Participant under
the Plan. Each SAR shall be evidenced by an agreement between the Company and
the Participant, and may be a Naked SAR or a Tandem SAR. Each SAR awarded to
Participants under the Plan
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<PAGE> 8
shall be subject to the following express terms and conditions and to such
other terms and conditions, not inconsistent with the Plan, as the Committee
shall deem appropriate:
(a) Tandem SARs. Tandem SARs shall terminate on the same date as
the related ISO or NSO. A Tandem SAR shall be exercisable only if the
Fair Market Value of a share of Common Stock on the date of surrender
exceeds either the Option Price for the related ISO or the Fair Market
Value of the Common Stock on the Option Date, if related to an NSO, and
then shall be exercisable to the extent, and only to the extent, that the
related ISO or NSO is exercisable. A Tandem SAR shall entitle the
Participant to whom it is granted the right to elect, so long as such
Tandem SAR is exercisable and subject to such limitations as the
Committee shall have imposed, to surrender any then exercisable portion
of his related ISO or NSO, in whole or in part, and receive from the
Company in exchange, without any payment of cash (except for applicable
employee withholding taxes), that number of shares of Common Stock having
an aggregate Fair Market Value on the date of surrender equal to the
product of (i) the excess of the Fair Market Value of a share of Common
Stock on the date of surrender over the per share Option Price under such
ISO or the Fair Market Value of the Common Stock on the Option Date, if
such SAR is related to an NSO and (ii) the number of shares of Common
Stock subject to such ISO or NSO or portion thereof which is surrendered.
Any ISO or NSO or portion thereof which is surrendered shall no longer
be exercisable. The Committee, in its sole discretion, may allow the
Company to settle all or part of the Company's obligation arising out of
the exercise of a Tandem SAR by the payment of cash equal to the
aggregate Fair Market Value of the shares of Common Stock which the
Company would otherwise be obligated to deliver.
(b) Naked SARs. Naked SARs shall terminate as provided in the
Participant's SAR agreement. The Committee may at the time of granting
any Naked SAR add such conditions and limitations to the Naked SAR as it
shall deem advisable, including but not limited to, limitations on the
period within which the Naked SAR shall be exercisable and the maximum
amount of appreciation to be recognized with regard to such Naked SAR.
(c) Other Conditions. If a Participant is subject to Section 16(a)
and Section 16(b) of the Exchange Act, the Committee may at any time add
such additional conditions and limitations to such SAR which the
Committee, in its discretion, deems necessary or desirable in order to
comply with Section 16(a) or Section 16(b) of the Exchange Act and the
rules and regulations issued thereunder, or in order to obtain any
exemption therefrom.
9. Terms and Conditions of Restricted Stock Awards.
The Committee, in its discretion, may grant Restricted Stock to any
Participant under the Plan. Each grant of Restricted Stock shall be evidenced
by an agreement between the Company and the Participant. All shares of Common
Stock awarded to Participants under the Plan as
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<PAGE> 9
Restricted Stock shall be subject to the following express terms and
conditions and to such other terms and conditions, not inconsistent with the
Plan, as the Committee shall deem appropriate:
(a) Restricted Period. Shares of Restricted Stock awarded to
Participants may not be sold, transferred, pledged or otherwise
encumbered before they vest. Subject to the provisions of subparagraphs
(b) and (c) below and any other restrictions imposed by law, any shares
of Restricted Stock that vest will be transferred to the Participant or,
in the event of his death, to the beneficiary or beneficiaries designated
by writing filed by the Participant with the Committee for such purpose
or, if none, to his estate. Delivery of shares in accordance with the
preceding sentence shall be made within the 30-day period after they
vest.
(b) Forfeitures. A Participant shall forfeit all unpaid accumulated
dividends and all shares of Restricted Stock which have not vested prior
to the date that his employment with the Company, or if a Director, his
membership on the Board, is terminated for any reason.
(c) Certificates Deposited With Company. Each certificate issued in
respect of shares of Restricted Stock awarded under the Plan shall be
registered in the name of the Participant and deposited with the Company.
Each such certificate shall bear the following (or a similar) legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) relating
to Restricted Stock contained in the Ticketmaster
Stock Plan and an agreement entered into between the
registered owner and Ticketmaster Group, Inc. (f/k/a
Ticketmaster Holdings Group, Ltd.) Copies of such
Plan and agreement are on file at the principal office
of Ticketmaster Group, Inc."
(d) Stockholder Rights. Subject to the foregoing restrictions, each
Participant shall have all the rights of a stockholder with respect to
his shares of Restricted Stock including, but not limited to, the right
to vote such shares.
(e) Dividends. On each Common Stock dividend payment date, each
Participant shall receive an amount equal to the dividend paid on that
date on a share of Common Stock, multiplied by his number of shares of
Restricted Stock.
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<PAGE> 10
10. Terms and Conditions of Phantom Stock.
The Committee may, in its discretion, award Phantom Stock to any
Participant under the Plan. Each award of Phantom Stock shall be evidenced by
an agreement between the Company and the Participant. The Committee may at the
time of awarding any Phantom Stock add such additional conditions and
limitations to the Phantom Stock as it shall deem advisable, including, but not
limited to, the right for Participants to receive dividends equivalent to those
paid on Common Stock, limitations on the period or periods within which the
Phantom Stock may be surrendered, and the maximum amount of appreciation to be
recognized with regard to such Phantom Stock. If a Participant is subject to
Section 16(a) and Section 16(b) of the Exchange Act, the Committee may at any
time add such additional conditions and limitations to such Phantom Stock
which, in its discretion, the Committee deems necessary or desirable in order
to comply with Section 16(a) or Section 16(b) of the Exchange Act and the rules
and regulations issued thereunder, or in order to obtain any exemption
therefrom. An award of Phantom Stock shall entitle the Participant to whom it
is awarded the right to elect, so long as such Phantom Stock is vested and
subject to such limitations as the Committee shall have imposed, to surrender
any then vested portion of the Phantom Stock, in whole or in part, and receive
from the Company in exchange therefor the Fair Market Value on the date of
surrender of the Common Stock to which the surrendered Phantom Stock relates in
cash or in shares of Common Stock as the Committee may determine.
11. Director Stock Options.
(a) Each Director who is not otherwise an employee of the Company or
the beneficial owner of 5% or more of the outstanding Common Stock and
who is a Director on August 21, 1996 shall automatically be granted as of
that date NSOs to purchase 75,000 shares of Common Stock having an
exercise price per share equal to $4.715 or, if the Company completes an
initial public offering of Common Stock prior to February 21, 1997, the
price to the public (as adjusted) for any intervening reverse stock
split.
(b) Commencing with the date of the annual meeting of the
Shareholders of the Company scheduled to be held in 1997, or, if no
annual meeting of the Shareholders of the Company occurs on the scheduled
date for such meeting as specified in the Company's by-laws, and annually
thereafter each Director who is not otherwise an employee of the Company
or the beneficial owner of 5% or more of the outstanding Common Stock
shall automatically be granted NSOs to purchase 30,000 shares of Common
Stock having an exercise price per share equal to 100% of the Fair Market
Value of the Common Stock at the Option Date.
(c) An automatic Director NSO shall be granted hereunder only if as
of each Option Date the Director (i) is not otherwise an employee of the
Company or any subsidiary or affiliate, (ii) has not been an employee of
the Company or any subsidiary or affiliate for any part of the preceding
fiscal year, and (iii) has served on the Board continuously since the
commencement, prior to such Option Date, of his term.
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(d) Paragraph (b) of this Section 11 shall not become effective and
no NSO's shall be automatically granted pursuant thereto until such time
as the Company's Common Stock has been sold pursuant to a public
offering.
(e) Each NSO granted pursuant to this Section 11 shall
notwithstanding the provisions of Section 13, be 100% vested as of the
Option Date; provided, however, such NSO may not be exercised at any time
prior to six months after the Option Date. NSOs granted pursuant to this
Section 11 shall expire ten years from the Option Date. The provisions
of Section 7(a)(i) and (ii) shall not apply to any NSO granted pursuant
to this Section 11.
(f) In the event that the number of shares of Common Stock available
for future grant under the Plan is insufficient to make all automatic
grants required to be made on such date, then all non-employee Directors
entitled to a grant on such date shall share ratably in the number of
NSOs shares available for grant under the Plan.
(g) Except as expressly provided in this Section 11, any NSO granted
hereunder shall be subject to the terms and conditions of the Plan if the
grant were made pursuant to Section 7 hereof.
12. Manner of Exercise of Options.
To exercise an Option in whole or in part, a Participant (or, after the
Participant's death, the Participant's executor or administrator) must give
written notice to the Committee, stating the number of shares to which he
intends to exercise the Option. The Company will issue the shares with respect
to which the Option is exercised upon payment in full of the Option Price. The
Option Price may be paid in (i) cash, (ii) shares of Common Stock having an
aggregate Fair Market Value, as determined on the date of delivery, equal to
the Option Price, or (iii) by delivery of irrevocable instructions to a broker
to promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay for all Common Stock acquired through such exercise and any
tax withholding obligations resulting from such exercise. The Option Price may
be paid in shares of Common Stock which were received by the Participant upon
the exercise of one or more Options. The Option Price may be paid in shares of
Common Stock which were received by the Participant as an award of Restricted
Stock under the Plan. The Option Price may be paid by surrender of Tandem SARs
equal to the Option Price.
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<PAGE> 12
13. Vesting.
A Participant may not exercise an Option or surrender a SAR or Phantom
Stock until it has become vested. The portion of an Option, SAR or Phantom
Stock award that is vested depends upon the period that has elapsed since the
Option Date. Unless the Committee establishes a different vesting schedule at
the time when an Option is granted or the Restricted Stock, SAR or Phantom
Stock is awarded, all Options granted under this Plan, Restricted Stock, SARs,
and Phantom Stock awarded under this Plan shall become 25% vested after 12
months from the Option Date, and shall vest monthly pro rata over a period of
36 months thereafter. Except as provided below or in Section 14, if a
Participant terminates his employment with the Company or its Subsidiaries if
an employee, his membership on the Board if a Director, or his retention as a
consultant, for any reason, he forfeits any Options, Restricted Stock, SARs
and/or Phantom Stock that are not yet vested. A transfer from the Company to a
Subsidiary or affiliate, or vice versa is not a termination of employment for
purposes of this Plan. Unless the Committee in its sole discretion
specifically waives the application of this sentence, then notwithstanding the
vesting schedule contained herein or in the Participant's agreement, if the
Participant's employment or retention as a consultant, or if a Director, his
membership on the Board, is terminated for Cause all Options, SARs, Restricted
Stock and/or Phantom Stock granted or awarded to the Participant will be
immediately cancelled and forfeited by the Participant upon delivery to him of
notice of such termination.
14. Change in Control.
Notwithstanding the provisions of Section 13 or anything contained in a
Participant's agreement to the contrary, upon a Change in Control all Options,
Restricted Stock, SARs and/or Phantom Stock shall become 100% vested and
immediately exercisable.
15. Adjustments to Reflect Changes in Capital Structure.
If there is any change in the corporate structure or shares of the
Company, the Board of Directors may make any adjustments necessary to prevent
accretion, or to protect against dilution, in the number and kind of shares
authorized by the Plan and, with respect to outstanding Options, Restricted
Stock, Phantom Stock and/or SARs, in the number and kind of shares covered
thereby and in the applicable Option Price. For the purpose of this Section
15, a change in the corporate structure or shares of the Company includes,
without limitation, any change resulting from a recapitalization, stock split,
stock dividend, consolidation, rights offering, spin-off, reorganization, or
liquidation and any transaction in which shares of Common Stock are changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or another corporation.
16. Non-Transferability of Options, SARs and Phantom Stock.
The Options and SARs granted or Phantom Stock awarded under the Plan are
not transferable, voluntarily or involuntarily, other than by will or the laws
of descent and
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<PAGE> 13
distribution, or pursuant to a qualified domestic relations order as defined
in Section 414(p) of the Code. During a Participant's lifetime, his Options
may be exercised only by him.
17. Rights as Stockholder.
No Common Stock may be delivered upon the exercise of any Option until
full payment has been made. A Participant has no rights whatsoever as a
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate for the shares. A Participant who has been
granted SARs or Phantom Stock shall have no rights whatsoever as a stockholder
with respect to such SARs or Phantom Stock.
18. Withholding Tax.
The Company shall have the right to withhold in cash or shares of Common
Stock with respect to any payments made to Participants under the Plan any
taxes required by law to be withheld because of such payments. Notwithstanding
the foregoing, with respect to a Participant subject to Section 16(a) or 16(b)
of the Exchange Act, all amounts required to be withheld upon either (i) the
vesting of Restricted Stock or (ii) the exercise of a SAR or surrender of
Phantom Stock which had a set duration and for which payment is made in Common
Stock, shall automatically be withheld in Common Stock otherwise deliverable to
the Participant and having a Fair Market Value determined on the date the
income is includable in the Participant's income equal to the amount of taxes
required to be withheld.
19. No Right To Employment.
Participation in the Plan will not give any Participant a right to be
retained as an employee of the Company or any subsidiary, or any right or claim
to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.
20. Amendment of the Plan.
The Committee may from time to time amend or revise the terms of this Plan
in whole or in part and may without limitation, adopt any amendment deemed
necessary; provided, however, that (a) no change in any award previously
granted to a Participant may be made that would impair the rights of the
Participant without the Participant's consent, and (b) no amendment may extend
the period during which a Participant may exercise an ISO beyond the period set
forth in Section 6(a)(ii) or 6(e).
21. Shareholder Approval.
Continuance of the Plan shall be subject to approval by the shareholders
of the Company within 12 months before or after the date the Plan is adopted by
the Committee in accordance with Rule 16b-3(b) of the Exchange Act. If such
shareholder approval is obtained at a duly held shareholder's meeting, it may
be obtained by the affirmative vote of the holders of a majority
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<PAGE> 14
of the shares of the Company's common stock present at the meeting or
represented and entitled to vote thereon.
22. Conditions Upon Issuance of Shares.
An Option shall not be exercisable, a share of Common Stock shall not be
issued pursuant to the exercise of an Option, and Restricted Stock shall not be
awarded until such time as the Plan has been approved by the Shareholders of
the Company and unless the award of Restricted Stock, exercise of such Option
and the issuance and delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares of Common stock
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance. As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Common Stock is
being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
23. Participation Rights.
In the event of a sale of equity securities by or on behalf of one or more
of the Company's stockholders (in one transaction or series of transactions)
resulting in a Change in Control, Participants shall be given timely notice
thereof and shall have the right to surrender Options, Phantom Stock or SARs in
such sale and receive, on a pro rata basis, the amount as to which the Option,
Phantom Stock or SARs could be converted if such Option, Phantom Stock or SAR
was exercised immediately prior to such transaction, less the Option Price.
24. Effective Date and Termination of Plan.
24.1 Effective Date. This amended and restated Plan is effective as of
the later of the date of its adoption by the Committee, or the date it is
approved by the shareholders of the Company, pursuant to Section 21.
24.2 Termination of the Plan. The Committee may terminate the Plan at any
time with respect to any shares that are not then subject to Options or
Restricted Stock. Termination of the Plan will not affect the rights and
obligations of any Participant with respect to Options, SARs, Phantom Stock or
Restricted Stock awarded before termination.
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EXHIBIT 5.1
June 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ticketmaster Group, Inc.
Registration Statement on Form S-8
Gentlemen:
We are counsel to Ticketmaster Group, Inc., an Illinois corporation (the
"Company"), and in such capacity we have assisted in the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1993,
as amended, of the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to an additional 500,000 shares of the
Company's common stock, no par value per share (the "Common Stock"), to be
issued from time to time pursuant to the Ticketmaster Stock Plan (as Amended
and Restated).
As such counsel, we have examined the Plan, the Company's Amended and
Restated Articles of Incorporation, the Amended and Restated Bylaws of the
Company, the minute books of the Company and such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed relevant and necessary as the basis for the opinions hereinafter
expressed. In such examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
conformed or photostatic copies.
Based on the foregoing, we are of the opinion that:
1. The issuance from time to time by the Company of up to an
additional 500,000 shares of Common Stock pursuant to the Plan as
described in the prospectus to be delivered to participants in the Plan
(the "Prospectus") has been duly and validly authorized by all necessary
corporate action on the part of the Company.
2. When issued and paid for as described in the Prospectus and in
accordance with the Plan, the 500,000 additional shares available for
issuance under the Plan will
<PAGE> 2
Securities and Exchange Commission
June 16, 1997
Page 2
be duly and validly issued and outstanding fully paid and non-assessable
shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in Item 5 of Part II of the
Registration Statement.
Please be advised that certain partners of and attorneys associated with
our firm own shares of Common Stock. In addition, Charles Evans Gerber and
Norman J. Gantz, partners of our firm, serve as a director and as Secretary,
respectively, of the Company. Furthermore, as described in the Registration
Statement, Mr. Gerber and Marshall E. Eisenberg, who is also a partner in the
firm, are co-trustees of trusts which indirectly own shares of Common Stock.
Finally, Mr. Gerber holds options to purchase shares of Common Stock, and will
be entitled to be granted additional options to purchase shares of Common Stock
under the Plan.
The opinions expressed above are limited to the laws of the State of
Illinois and the federal laws of the United States, and are limited to the
specific legal matters expressly addressed herein. No opinion is expressed
with respect to the laws of any other jurisdiction or any legal matter not
addressed herein. This opinion speaks only as of the date hereof and we
undertake no obligation to update this opinion.
Very truly yours,
/s/ NEAL, GERBER & EISENBERG
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EXHIBIT 23.2
Consent of Independent Accountants
The Board of Directors
Ticketmaster Group, Inc.
We hereby consent to the incorporation by reference in this registration
statement of our report dated March 12, 1997, except for Notes 13 and 14, which
are as of April 17, 1997, included in Ticketmaster Group, Inc.'s Annual Report
on Form 10-K for the fiscal year ended January 31, 1997 and to all references
to our firm included in this registration statement.
/s/ KPMG PEAT MARWICK, LLP
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Los Angeles, California
June 11, 1997
