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As filed with the Securities and Exchange Commission on January 13, 1997
Registration No. 333-_____
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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. Employee
incorporation or organization) Identification No.)
3701 Wilshire Boulevard, 7th Floor
Los Angeles, California 90010
(213) 381-2000
(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.
3701 Wilshire Boulevard, 7th Floor
Los Angeles, California 90010
(213) 381-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Aggregate Amount of
Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, no par value $ 38,390,625(1) $ 11,634
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457 (h) under the Securities Act of 1933, as
amended, on the basis of the average bid and asked prices of the Company's
Common Stock as reported on the Nasdaq National Market on January 6, 1997.
Does not reflect an indeterminate number of shares that may be issued as a
result of anti-dilution provisions contained in the above-referenced Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The prospectus dated November 18, 1996 contained in the
registrant's Registration Statement on Form S-1 (Registration
No. 333-12413), which was filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "Act").
2. All documents filed by the registrant pursuant to Sections 13,
14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of this
Registration Statement and before the registrant files a
post-effective amendment that indicates that all shares of
Common Stock being offered hereby have been sold or that
deregisters all shares of Common Stock then remaining unsold.
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 registrant, 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 indirectly own shares of Common Stock.
Specifically, Mr. Eisenberg is a co-trustee of trusts which indirectly own
approximately 97.8% of the outstanding 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 100.0% of the
outstanding shares of Class B Preferred Stock and 10.4% of the outstanding
shares of Class A Preferred Stock of Rockwood & Co. (which entity is the holder
of 23,438 shares of Common Stock). Further, Mr. Gerber holds options to
purchase 25,000 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.
2
<PAGE> 3
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
No. Description
------- -----------
4.1 Ticketmaster Stock Plan, as Amended and Restated (1)
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1)
(1) Incorporated by reference to Exhibit 10.24 to the Registration Statement
on Form S-1 (No. 333-24131) filed by the Company under the Securities Act
of 1933, as amended.
3
<PAGE> 4
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included in the signature pages hereto)
ITEM 9. UNDERTAKINGS.
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 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
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
5. to deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, a copy of the registrant's
annual report to stockholders for its last fiscal year, unless such person has
otherwise received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy
of such report on the written request of the person.
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.
4
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant, Ticketmaster Group, Inc., 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 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on January 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 January 10, 1997 by the following
persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Paul G. Allen Chairman of the Board
- -----------------------------
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)
</TABLE>
5
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/s/ Charles Evans Gerber Director
- -----------------------------
Charles Evans Gerber
/s/ David E. Liddle Director
- -----------------------------
David E. Liddle
/s/ John A. Pritzker Director
- -----------------------------
John A. Pritzker
/s/ William D. Savoy Director
- -----------------------------
William D. Savoy
/s/ Terence M. Strom Director
- -----------------------------
Terence M. Strom
6
<PAGE> 1
EXHIBIT 5.1
January 13, 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
1933, as amended (the "Act"), of the Company's Registration Statement on Form
S-8 (the "Registration Statement") relating to the issuance from time to time
by the Company of up to 3,250,000 shares of the Company's common stock, no par
value per share (the "Common Stock"), as either restricted stock awarded and to
be awarded, or upon the exercise of options granted and to be granted, pursuant
to the TicketMaster Stock Plan, as amended and restated (the "Plan").
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 book 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
3,250,000 shares of Common Stock as either restricted stock awarded or
to be awarded, or upon the exercise of options granted and to be
granted 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 3,250,000
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Securities and Exchange Commission
January 13, 1997
Page 2
shares available for issuance under the Plan 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.
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.
Very truly yours,
By: /s/ Neal, Gerber & Eisenberg
----------------------------
NEAL, GERBER & EISENBERG
<PAGE> 1
Exhibit 23.3
Consent of Independent Auditors
The Board of Directors - Ticketmaster Group, Inc.
The Venturers - Unconsolidated Ticketing Joint Ventures
of Ticketmaster Group, Inc.
The Venturers - Pacer/CATS/CCS - A Wembley Ticketmaster Joint Venture
The Venturers - Ticketmaster Indiana (A Joint Venture)
We consent to the use of our reports (listed below) incorporated herein by
reference:
- - Our report dated March 8, 1996, except for the first paragraph of
Note 9, which is as of June 12, 1996 and Notes 7 and 14, which are as of
September 19, 1996, relating to the consolidated balance sheets of
Ticketmaster Group, Inc. and subsidiaries as of January 31, 1995 and 1996,
and the related consolidated statements of operations, shareholders'
deficiency, and cash flows for each of the years in the three-year period
ended January 31, 1996;
- - Our report dated March 8, 1996, except for Note 9, which is as of
June 7, 1996, relating to the combined balance sheets of Unconsolidated
Ticketing Joint Ventures of Ticketmaster Group, Inc. as of January 31, 1995
and 1996, and the related combined statements of operations, venturers'
capital, and cash flows for each of the years in the three-year period ended
January 31, 1996;
- - Our report dated February 22, 1996, except for Note 4 which is as of
July 31, 1996, relating to the consolidated balance sheets of Pacer/CATS/CCS
- a Wembley Ticketmaster Joint Venture as of December 31, 1994 and 1995, and
the related consolidated statements of operations and accumulated deficit
and cash flows for the period from April 15, 1994 (inception) to December
31, 1994 and for the year ended December 31, 1995; and
- - Our report dated March 8, 1996, relating to the balance sheets of
Ticketmaster Indiana - A Joint Venture as of January 31, 1995 and 1996, and
the related statements of income and venturers' capital and cash flows for
each of the years in the two year period ended January 31, 1996.
<PAGE> 2
Page 2
With respect to Pacer/CATS/CCS - a Wembley Ticketmaster Joint Venture, our
responsibility is to also express an opinion on its financial statement
schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
herein. Also our report with respect to Pacer/CATS/CCS - a Wembley
Ticketmaster Joint Venture, contains an explanatory paragraph that states that
the Joint Venture has suffered recurring losses from operations and has a net
capital deficiency, which raise substantial doubt about its ability to continue
as a going concern. The financial statements and financial statement schedule
do not include any adjustments that might result from the outcome of that
uncertainty.
The previously described reports appear in the prospectus dated November 18,
1996, contained in the Registration Statement on Form S-1 (Registration
Statement No. 333-12413) of Ticketmaster Group, Inc.
By: /s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Los Angeles, California
January 13, 1997
