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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2000
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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LIBERTY DIGITAL, INC.
(Exact name of registrant as specified in charter)
DELAWARE 84-1380293
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12312 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(310) 979-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DEFERRED COMPENSATION AND STOCK APPRECIATION RIGHTS AGREEMENT
WITH BRUCE W. RAVENEL
(Full Title of Plan Rights Plan)
LEE MASTERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
12312 WEST OLYMPIC BOULEVARD
LOS ANGELES, CALIFORNIA 90064
(310) 979-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Leslie A. Nichols, Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, CO 80202
(303) 297-2900
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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Series A Common Stock,
$0.01 par value 381,696 $34.78125 $13,275,864.00 $3505.00
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Act"), this registration statement shall be deemed to cover additional
securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) based upon the average of the high and low prices of the
Registrant's Series A Common Stock, as reported on the Nasdaq National Market on
June 27, 2000.
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Exhibit Index can be found on page 3.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed by Liberty Digital, Inc.
(the "Company") pursuant to General Instruction E to Form S-8 to register
381,696 additional shares of the Company's Series A common stock, $.01 par value
for issuance pursuant to the Deferred Compensation and Stock Appreciation Rights
Agreement with Bruce W. Ravenel (the "Plan"). The contents of the original
Registration Statement on Form S-8 filed in connection with the Plan
(Registration No. 333-30310, filed on February 14, 2000) are incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Englewood, State of Colorado, on June 29, 2000.
LIBERTY DIGITAL, INC.
By: /s/ LEE MASTERS
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Lee Masters
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933,
this Form S-8 registration statement was signed by the following persons in the
capacities and on the dates stated. Each of the following persons hereby
appoints David B. Koff and Robert R. Bennett, with full power of substitution,
as his true and lawful attorney-in-fact to sign in his name and on his behalf
all amendments to this registration statement (including post-effective
amendments) and ratifies and confirms all that said attorney-in-fact may do
pursuant to this Power of Attorney.
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Signatures Title Date
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/s/ LEE MASTERS President and Chief Executive June 29, 2000
--------------------------- Officer
Lee Masters (Principal Executive Officer)
/s/ ROBERT R. BENNETT Chairman of the Board June 29, 2000
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Robert R. Bennett
/s/ GARY S. HOWARD Director June 29, 2000
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Gary S. Howard
/s/ DAVID B. KOFF Director June 29, 2000
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David B. Koff
/s/ PETER M. KERN Director June 29, 2000
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Peter M. Kern
/s/ J. DAVID WARGO Director June 29, 2000
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J. David Wargo
/s/ MARK D. ROZELLS Executive Vice President and June 29, 2000
--------------------------- Chief Financial Officer
Mark D. Rozells (Principal Accounting Officer,
Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 Opinion of Sherman & Howard L.L.C. as to the legality of the
securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Sherman & Howard L.L.C. (See Exhibit 5)
24 Power of Attorney is included on the signature pages of the
registration statement.
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