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As filed with the Securities and Exchange Commission on July 15, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TICKETMASTER GROUP, INC.
(Exact name of Registrant as specified in its charter)
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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)
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TICKETMASTER GROUP, INC. STOCK OPTION AGREEMENT WITH FREDRIC D. ROSEN
(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
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TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C>
Common Stock,
no par value $18,831,805(1) $5,707
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</TABLE>
(1) Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended.
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PART I
NOT APPLICABLE TO DOCUMENT
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
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
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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.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
No. Description
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4.1 Ticketmaster Group, Inc. Stock Option Agreement dated
December 15, 1993 between the Company and Fredric D. Rosen
(incorporated by reference to Exhibit 10.22 to the
Registration Statement (File No. 333-12413) on Form S-1, as
amended, filed by the Company under the Securities Act of
1933, as amended).
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)
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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 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
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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 July 15,
1997.
TICKETMASTER GROUP, INC.
By: /s/ Fredric D. Rosen
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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 July 15, 1997 by the following
persons in the capacities indicated.
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SIGNATURE TITLE
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<S> <C>
/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
- ------------------------ (Principal Financial and Accounting Officer)
Peter B. Knepper
/s/ Charles Evans Gerber Director
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Charles Evans Gerber
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<TABLE>
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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
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William D. Savoy
/s/ Terence M. Strom Director
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Terence M. Strom
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EXHIBIT 5.1
July 15, 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") to register up to 1,331,340 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 Group, Inc. Stock Option Agreement
With Fredric D. Rosen (the "Agreement").
As such counsel, we have examined the Agreement, 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 1,331,340
shares of Common Stock pursuant to the Agreement 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 Agreement, the
1,331,340 shares available for issuance under the Agreement will 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.
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Securities and Exchange Commission
July 15, 1997
Page 2
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 Ticketmaster Stock Plan (as Amended and Restated).
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
Los Angeles, California
July 14, 1997
