<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999.
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GETTY IMAGES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 7389 98-0177556
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
701 N. 34TH STREET,
SUITE 400
SEATTLE, WASHINGTON 98103
(206) 268-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
SUZANNE L. PAGE, ESQ.
GENERAL COUNSEL
GETTY IMAGES, INC.
701 N. 34TH STREET,
SUITE 400
SEATTLE, WASHINGTON 98103
(206) 268-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
RICHARD S. MILLARD, ESQ. CHRISTOPHER L. KAUFMAN, ESQ.
WEIL, GOTSHAL & MANGES LLP LATHAM & WATKINS
2882 SAND HILL ROAD, SUITE 280 135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025 MENLO PARK, CALIFORNIA 94025
(650) 926-6200 (650) 328-4600
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (No. 333-88009)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value, of
Getty Images, Inc............... 1,150,000 shares $39.00 $44,850,000 $12,468
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 150,000 shares being registered to cover over-allotments, if any.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
In accordance with General Instruction IV to Form S-3 and Rule 462(b)
promulgated under the Securities Act of 1933, this Registration Statement
incorporates by reference the contents of the Registration Statement (File No.
333-88009) filed with the Securities and Exchange Commission on September 29,
1999, as amended, including exhibits thereto, and declared effective by the
Commission on November 16, 1999.
CERTIFICATION.
Getty Images, Inc. hereby certifies to the Securities and Exchange
Commission that (1) it has instructed its bank to pay the filing fee set forth
on the cover page of this registration statement by a wire transfer of such
amount to the Commission's account at Mellon Bank as soon as practicable, but
not later than the close of business on November 17, 1999; (2) it will not
revoke those instructions; and (3) it has sufficient funds in its account to
cover the amount of the filing fee.
EXHIBITS.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------- -------------
<C> <S>
5.1 Opinion of Weil, Gotshal & Manges LLP regarding validity of
securities
23.1 Consent of PricewaterhouseCoopers, London, England
23.2 Consent of PricewaterhouseCoopers LLP, Rochester, New York
23.3 Consent of Arthur Andersen LLP, Chicago, Illinois
23.4 Consent of PricewaterhouseCoopers LLP, Seattle, Washington
23.5 Consent of Deloitte & Touche LLP, Seattle, Washington
23.6 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1)
23.7 Consent of Maidment Penney Quick & Co., London, England
</TABLE>
<PAGE> 3
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Seattle, Washington, on the 17th day of November, 1999.
GETTY IMAGES, INC.
By: /s/ JONATHAN D. KLEIN
--------------------------------------
Jonathan D. Klein
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Executive Chairman November 17, 1999
- ------------------------------------------------ and Director
Mark H. Getty
/s/ JONATHAN D. KLEIN Chief Executive November 17, 1999
- ------------------------------------------------ Officer
Jonathan D. Klein and Director
* Senior Vice November 17, 1999
- ------------------------------------------------ President, Finance
Christopher J. Roling and Chief Financial
Officer
* Non-executive Vice November 17, 1999
- ------------------------------------------------ Chairman and Director
Mark Torrance
* Director November 17, 1999
- ------------------------------------------------
Andrew Garb
* Director November 17, 1999
- ------------------------------------------------
James N. Bailey
Director November , 1999
- ------------------------------------------------
Christopher S. Sporborg
Director November , 1999
- ------------------------------------------------
Anthony Stone
</TABLE>
*By: /s/ JONATHAN D. KLEIN
--------------------------------------
Jonathan D. Klein
Attorney-in-fact
II-3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<S> <C>
5.1 Opinion of Weil, Gotshal & Manges LLP regarding validity of
securities
23.1 Consent of PricewaterhouseCoopers, London, England
23.2 Consent of PricewaterhouseCoopers LLP, Rochester, New York
23.3 Consent of Arthur Andersen LLP, Chicago, Illinois
23.4 Consent of PricewaterhouseCoopers LLP, Seattle, Washington
23.5 Consent of Deloitte & Touche LLP, Seattle, Washington
23.6 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1)
23.7 Consent of Maidment Penney Quick & Co., London, England
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 17, 1999
Getty Images, Inc.
701 North 34th Street
Seattle, Washington 98103
Ladies and Gentlemen:
We have acted as counsel to Getty Images, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing by the Company with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
relating to the offering of 1,000,000 shares of the common stock, $0.01 par
value, of the Company to be issued and sold by the Company (the "Firm Shares"),
and 150,000 shares issuable upon exercise of the over-allotment option (the
"Option") granted to the several U.S. Underwriters by the Company (the
"Additional Shares," and together with the Firm Shares, the "Shares"). The
Registration Statement is being filed pursuant to Rule 462(b) promulgated under
the Securities Act and incorporates the contents of the Registration Statement
(File No. 333-88009) currently on file with the Securities and Exchange
Commission.
In so acting, we have examined originals or copies (certified or otherwise
identified to our satisfaction) of the Amended and Restated Certificate of
Incorporation of the Company, as amended, and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
<PAGE> 2
Getty Images, Inc.
November 17, 1999
Page 2
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and delivered
to the Underwriters against payment therefor in accordance with the terms
of the Underwriting Agreement dated November 16, 1999 (the "Agreement") by
and among the Company and Morgan Stanley & Co. Incorporated, BancBoston
Robertson Stephens Inc., Deutsche Bank Securities Inc., Hambrecht & Quist
LLC and Pacific Crest Securities Inc., as representatives for the U.S.
Underwriters, and Morgan Stanley & Co. International Limited, Deutsche Bank
AG London, Hambrecht & Quist LLC and BancBoston Robertson Stephens
International Ltd., as representatives for the International Underwriters,
will be validly issued, fully paid and nonassessable and free of preemptive
rights pursuant to law or in the Company's Amended and Restated Certificate
of Incorporation, as amended.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated March 31, 1999 relating to the
consolidated financial statements and financial statement schedules, which
appear in Getty Images, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PricewaterhouseCoopers
PricewaterhouseCoopers
London
November 15, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3 of
our report dated September 13, 1999 relating to the consolidated financial
statements of The Image Bank, Inc., which appears in such Registration
Statement. We also consent to the reference to us under the headings "Experts"
and "Selected Consolidated Financial Data of The Image Bank" in such
Registration Statement.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Rochester, New York
November 15, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 12, 1999
(except for Note 10, as to which the date is May 5, 1999) included in Getty
Images, Inc.'s Form 10-Q/A for the quarter ended March 31, 1999 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 15, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 25, 1998, relating to the
consolidated financial statements of Photodisc, Inc. and its subsidiaries as of
and for the year ended December 31, 1997, which appears in the Current Report on
Form 8-K/A, filed by Getty Images on April 27, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Seattle, Washington
November 15, 1999
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated August 12, 1997 (September 16, 1997 as to Note
1) on the consolidated financial statements of PhotoDisc, Inc. and subsidiaries,
appearing in the report on Form 8-K of Getty Images, Inc. filed with the SEC on
May 6, 1998, and to the reference to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement.
Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
November 15, 1999
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 17, 1998 relating to the
consolidated financial statements of Allsport Photographic plc for the year
ended November 30, 1997. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
Maidment Penney Quick & Co.
Maidment Penney Quick & Co.
London, England
November 15, 1999
