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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GETTY IMAGES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 98-0177556
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>
2101 FOURTH AVENUE, FIFTH FLOOR
SEATTLE, WA 98121
(206) 695-3400
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SUZANNE L. PAGE
ASSOCIATE GENERAL COUNSEL
GETTY IMAGES, INC.
2101 FOURTH AVENUE, FIFTH FLOOR
SEATTLE, WA 98121
(206) 695-3400
(NAME AND ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH A COPY TO:
WILLIAM H. HINMAN, JR., ESQ.
SHEARMAN & STERLING
555 CALIFORNIA STREET
SAN FRANCISCO, CA 94104
(415) 616-1100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable following the effective date.
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. [X]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
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Common stock, $.01 par value, of Getty
Images, Inc. 6,163,590 $25.88 $159,482,892 $44,337
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</TABLE>
(1) Estimated for the sole purpose of computing the registration fee pursuant to
Rule 457(o) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8, MAY
DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE WOULD NOT BE PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 24, 1999
6,163,590 SHARES
GETTY IMAGES, INC.
COMMON STOCK
-------------------------
Certain of our stockholders are offering the shares of common stock. We
will not receive any proceeds from the sale of the shares.
Each of the selling stockholders may sell the shares of common stock from
time to time on terms to be determined at the time of sale. To the extent
required, the specific shares to be sold and the terms of the offering with
respect to a particular sale will be set forth in an accompanying prospectus
supplement. We have paid substantially all of the costs of this offering,
estimated at $150,000.
The selling stockholders and any broker-dealers, agents or underwriters
that participate in the distribution of the common stock may be deemed to be
underwriters under the Securities Act of 1933, as amended. Any commission
received by them and any profit on the resale of the common stock purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
Our common stock is quoted on The Nasdaq National Market under the symbol
"GETY". On May 20, 1999, the reported last sale price for our common stock was
$25 7/8 per share.
See "Risk Factors", beginning on page 5, to read about factors you should
consider before buying shares of the common stock.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE COMMISSION HAS
APPROVED OR DISAPPROVED OF ANYONE'S INVESTMENT IN THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
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THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
In this prospectus, references to "dollars" or "$" are to United States
dollars and references to "pounds sterling" or "L" are to United Kingdom pounds
sterling. This prospectus contains trademarks and registered trademarks of Getty
Images and other companies.
AVAILABLE INFORMATION
Getty Images is subject to the informational requirements of the Exchange
Act of 1934 and in accordance therewith files reports and other information with
the Securities and Exchange Commission. The reports and other information filed
by Getty Images with the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Regional Offices of the SEC located at 7
World Trade Center, Room 1300, 13th Floor, New York, NY 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of
such material can also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports and other information are also available at a website maintained by
the SEC that contains reports, proxy and information statements and other
information that registrants file electronically with the SEC. The address of
such site is: http://www.sec.gov. In addition, such material may be inspected
and copied at the offices of the National Association of Securities Dealers,
Inc., 1935 K Street, N.W., Washington, D.C. 20006. Our common stock is quoted on
The Nasdaq National Market under the symbol "GETY".
We have filed with the SEC a Registration Statement on Form S-3, or the
Registration Statement, under the Securities Act with respect to the offering of
the securities made hereby. This prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the SEC. For further
information with respect to Getty Images and the Securities, reference is hereby
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the SEC and are incorporated
herein by reference:
1. Getty Images, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
2. Getty Images, Inc.'s Quarterly Report on Form 10-Q for the three months
ended March 31, 1999; and
3. Getty Images, Inc.'s Current Report on Form 8-K filed January 13, 1999.
All documents filed by Getty Images pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of the filing of this Registration
Statement of which this prospectus forms a part and prior to the date of the
termination of the offering of the common stock offered hereby shall be deemed
to be incorporated by reference into this prospectus and be a part hereof from
the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein,
or in any other document subsequently filed with the SEC which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
We will furnish without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the documents incorporated by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein). Requests should be directed to Getty Images,
Inc., 2101 Fourth Avenue, Fifth Floor, Seattle, Washington 98121, Attention:
Suzanne L. Page (telephone: (206) 695-3400).
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SUMMARY
You should read the following summary together with the more detailed
information about our company and our financial statements and the notes to
those statements elsewhere in this prospectus. In addition, you should carefully
consider the information set forth or referred to under the heading "Risk
Factors." Unless otherwise indicated or the context otherwise requires, all
references to "Getty Images" or "us" include Getty Images, Inc. and its direct
and indirect subsidiaries.
BUSINESS OF GETTY IMAGES
Getty Images (getty-images.com) is a leading global visual content provider
offering products and services over its Web sites and through a diverse set of
channels. We own or control content products across most major categories of the
visual content industry. Through our e-commerce enabled Web sites and
international network of wholly owned offices, agents and distributors, we are
able to provide our customers access to image and footage products. Our visual
content brands and businesses include Allsport (allsport.com), a leading
provider of global sports photography; Energy Film Library (digital-energy.com),
a leading provider of stock footage; Liaison Agency (liaisonphoto.com), a
leading provider of North American news and reporting photography; Hulton Getty
(hultongetty.com), one of the largest commercially available collections of
archival photography; and Tony Stone Images (tonystone.com) and PhotoDisc
(photodisc.com), leaders in contemporary stock photography. In addition, on May
4, 1999, we completed the acquisition of Art.com, Inc., an on-line seller of
framed and unframed artwork and other art products. We have more than 30 million
images and 13,000 hours of film footage, worldwide. In terms of revenue, we
believe we are the largest provider of stock photography image products in the
business-to-business market, both on the Web and through all distribution
channels combined.
Our customers today range from large corporations to small businesses and
include advertising and design agencies, magazines, newspapers, broadcasters,
production companies and traditional and new media publishers. We believe that
the demand for visual communication and related products and services is growing
as a result of an increase in the numbers of channels of communication,
increasing reliance on moving and still imagery, and improvements in ease of use
of and access to images. A key element of our strategy is to drive the migration
of the visual content industry to the Web and to promote growth in the use of
image products and services. Initiatives in these areas include seeking
strategic partnerships directed at driving traffic to our existing and planned
Web sites and potential alliances to develop the small office/home office, or
SOHO, and consumer markets.
Currently, we market and distribute our imagery products through a diverse
and broad set of channels. We have e-commerce enabled Web sites, allsport.com,
photodisc.com and tonystone.com, for our highest revenue generating brands.
These Web sites allow our customers to shop for, purchase and receive our image
products anywhere, anytime, and also provide value-added services to customers.
In addition to our e-commerce properties, we have an international network of
wholly owned offices, including offices in Seattle, London, Amsterdam,
Barcelona, Brussels, Chicago, Copenhagen, Dubai, Hamburg, Hong Kong, Los
Angeles, Melbourne, Munich, New York, Paris, Sao Paulo, Stockholm, Sydney,
Tokyo, Toronto and Vienna and agents and distributors in more than 50 countries,
which provide local, market specific support and services for both traditional
and on-line customers as well as market intelligence and branding. We also
promote our products through print and CD-ROM catalogs which are distributed
widely to existing and potential customers and through print and Web
advertising.
OFFICE LOCATION
Our principal executive offices are located at 2401 Fourth Avenue, Fifth
Floor, Seattle, WA 98121, and our telephone number at that address is (206)
695-3400.
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THE OFFERING
Common stock offered by
certain selling
stockholders................ Up to 6,163,590 shares(1)
Common stock outstanding at
May 4, 1999................. 35,070,217 shares(2)
Use of proceeds............... We will not receive any proceeds from the
issuance or resale of the shares of common
stock by the selling stockholders
Nasdaq National Market
Symbol........................ "GETY"
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(1) Shares of common stock being offered by certain persons, or their assigns,
who received shares of common stock in consideration for the sale to us of
businesses previously owned by such persons.
(2) Does not include, as of May 4, 1999, up to 7,546,146 shares of common stock
issuable upon exercise of our stock options.
4,252,271 shares of common stock were issued to certain persons on May 4,
1999 in connection with our acquisition of Art.com. Up to an additional
1,911,319 shares of common stock may be issued to such persons on or about
August 4, 1999 depending on, among other things, the trading price of our common
stock on The Nasdaq National Market between June 24, 1999 and August 4, 1999.
RISK FACTORS
See "Risk Factors" for a discussion of certain factors that should be
considered in evaluating an investment in the common stock offered hereby.
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RISK FACTORS
You should carefully consider the risks described below before making any
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties may impair our
business operations. If any of the following risks actually occur, our business,
financial condition and results of operations would likely suffer. In such case,
the trading price of our common stock could decline, and you might lose all or
part of your investment.
This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our company and our
industry. When used in this prospectus, the words "believes," "anticipates,"
"intends," "expects" and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in such statements as a result of certain factors, as more
fully described in this section and elsewhere in this prospectus.
OUR FUTURE GROWTH WILL DEPEND IN LARGE MEASURE UPON GROWTH IN DEMAND FOR VISUAL
CONTENT
Our future growth and profitability will depend in large measure upon
growth in demand for visual content. A visual content industry with identifiable
categories and growth characteristics is a relatively recent development. The
industry is fragmented across all categories and is experiencing significant
structural and technological changes, including substantial consolidation. To
the extent that the visual content industry, or any sector of that industry in
which we operate or hope to operate, including the corporate, SOHO or consumer
markets, does not develop as we anticipate, the value of our business or our
results of operations or financial condition may be adversely affected.
WE MUST ADAPT TO RAPID TECHNOLOGICAL CHANGE IN OUR LINES OF BUSINESS
Our success will depend, in part, upon our ability to adapt to new
technological developments in the visual content and e-commerce industries and
to develop new services and technology that address the needs of our customers
and prospective customers on a cost-effective and timely basis. In response to
technological changes, we have invested, and will continue to invest, in new
technologies to keep pace with new developments, such as advances in e-commerce
related technologies including search systems and other tools for customers
using digital images and technologies used in producing digital images. We
believe that market demand for images is rapidly shifting towards an e-commerce
model, particularly in more developed markets. We will have to rely on third
parties for a portion of the hardware, software and software tools that we will
use in our businesses. These include tools that enable customers and potential
customers, through our Web sites, to access, search and license images and other
products and services, if developed by us. If our suppliers fail to upgrade or
support these systems, our business, financial condition or results of
operations could be adversely affected. There can be no assurance that we will
successfully use new software and other technologies effectively or adapt our
third-party technology and systems to customer requirements or emerging industry
standards.
WE FACE SIGNIFICANT COMPETITION IN THE VISUAL CONTENT INDUSTRY
The visual content industry is very competitive. We compete with a number
of large and small visual content providers. Some of our competitors, such as
The Image Book (TIB), Visual Communications Group (VCG) and Corbis, may have
access to greater financial, marketing and other resources than we do. We also
compete locally with respect to certain content or products with a number of
general and specialized content companies, many of which are well-established in
their local, content or product specific markets. We compete indirectly with
commissioned work in contemporary photography and footage areas. New entrants
into the visual content industry could increase if technological advances make
archiving, searching and digital delivery systems more affordable, which could
result in lower average sales prices. There can be no assurance that we will be
able to compete successfully against current or future competitors or that
competitive pressures we face will not have a material adverse effect on our
business, financial condition or results of operations.
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IF WE ARE UNABLE TO INTEGRATE ACQUIRED COMPANIES AND MANAGE GROWTH AND
EXPANSION, OUR BUSINESS COULD BE ADVERSELY AFFECTED
Our company was formed by the acquisition of several companies that
previously had operated independently. The process of coordinating and
integrating these companies will require substantial attention from management
and could cause the interruption of, or a loss of momentum in, the activities of
any of the companies' businesses. We expect this process of integration will
accelerate over time. If it does not, however, it could have a material adverse
effect on the combined operations of these companies, at least in the near term.
Additional acquisition-related factors that will adversely affect our reported
operating results and will cause reported net income in future periods to be
negative include:
- significant goodwill amortization charges
- one-time transaction costs and
- other related one-time reorganization charges.
Following the acquisitions of PhotoDisc and Allsport, non-recurring integration
and restructuring costs of $13.8 million were incurred during 1998 to integrate
these businesses. There can be no guarantee that further integration of our
existing and future businesses will not result in similar or greater integration
and restructuring costs.
In addition, our individual brands have grown rapidly in recent years. Our
ability to compete effectively and to manage future growth will require us to
monitor and upgrade our financial and management controls and to re-orient
management of acquired businesses to our operating philosophy. In addition, we
will need to develop and expand management information systems and to recruit
and train personnel. If we are unable to manage our recent and future growth and
expansion successfully, our financial condition and results of operations could
be adversely affected.
RECENT ACQUISITIONS HAVE CREATED GOODWILL WHICH MUST BE AMORTIZED AND CHARGED
AGAINST OUR EARNINGS
The acquisitions of PhotoDisc and Allsport in February, 1998 generated
approximately $242 million of goodwill and $51 million of other intangibles that
will result in a substantial annual charge to be amortized against our earnings
in future periods. The goodwill figure will increase following the acquisition
of Art.com but will not be determined until after the amount of the contingent
consideration is calculated on or around August 4, 1999. Our management
considers that a period of twenty years is a reasonable period over which to
amortize this goodwill and that the other intangibles should be amortized over
one to three years. We could, however, be required to write-down the unamortized
value of such goodwill in the future at an accelerated rate in the event that it
suffers an impairment in value. Any future acquisition we do could generate
goodwill and other intangibles that would result in similar charges to be
amortized against our future earnings.
CERTAIN STOCKHOLDERS CAN EXERCISE SIGNIFICANT INFLUENCE OVER OUR BUSINESS AND
AFFAIRS
Three groups of stockholders own substantial percentages of the outstanding
shares of common stock and as a result are in a position to exert significant
influence in the election of our directors and other corporate actions that
require stockholder approval. The first group, the Getty Group, collectively
owns approximately 32 percent of the outstanding shares of common stock as of
May 4, 1999 and is comprised of the following persons and entities:
- Getty Investments L.L.C., a Delaware limited liability company (or Getty
Investments)
- JDK Family Trust
- Mr. Mark Getty and
- Mr. Jonathan Klein.
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The second group, the Torrance Group, collectively owns approximately 20
percent of the outstanding shares of common stock as of May 4, 1999 and is
comprised of the following persons and entities:
- PDI, L.L.C.
- Mr. Mark Torrance
- Ms. Wade Ballinger (Torrance) and
- certain of their family members.
Pursuant to the Shareholders' Agreement among us, the Getty Group and the
Torrance Group, none of the members of the Getty Group or the Torrance Group may
transfer their shares of common stock except pursuant to the terms of that
agreement. In addition to ownership of common stock, certain members of each of
the Getty Group and the Torrance Group have management and director roles within
our company that increase their influence over our company.
The third group, the Art.com Group, collectively owns approximately 12
percent of the outstanding shares of the common stock as of May 4, 1999 and is
comprised of the following persons and entities:
- Mr. William A. Leder
- SoftBank Technology Ventures IV, L.P. and SoftBank Technology Advisors
Fund, L.P.
- Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P. and Benchmark Members' Fund II, L.P.
- Sandler Capital IV Partners, L.P. and Sandler Capital IV Fte. Partners,
L.P.
- Minotaur Partners, L.P.
- Mr. Mitch Friedman
- Mr. Douglas Kahn
- First Portland Corporation and
- certain of their family members.
Certain members of each group also have other rights and relationships with
us.
WE DEPEND SIGNIFICANTLY UPON CERTAIN KEY PERSONNEL
We believe that our performance depends, to a significant extent, upon the
services of our senior management and other key personnel, including, in
particular, Mr. Mark Getty, Executive Chairman, and Mr. Jonathan Klein, Chief
Executive Officer. The loss of the services of either of Messrs. Getty or Klein
could materially adversely affect our future prospects. Messrs. Getty and Klein
are each parties to an Employment Agreement with us or our subsidiaries for a
minimum period of three years commencing as of February 9, 1998.
Our future success will also depend upon our ability to identify, attract,
hire, train, retain and motivate highly skilled technical, managerial, new
product development, editorial, merchandising, marketing and customer service
personnel. Competition for such personnel is intense, and there can be no
assurance that we will be able to successfully attract, hire, assimilate or
retain sufficiently qualified personnel. The failure to retain and attract the
necessary technical, managerial, new product development, editorial,
merchandising, marketing and customer service personnel could have a material
adverse effect on our business, financial condition or results of operations.
AS AN E-COMMERCE BUSINESS, WE FACE UNIQUE RISKS RELATED TO SYSTEMS FAILURE AND
OBSOLESCENCE
A key component of our strategy is the increased digitization of our
products and their delivery via the Internet. As a result, a substantial portion
of our revenues is and will continue to be dependent on customers'
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access to our Web sites. We have experienced occasional system interruptions
that make our Web sites unavailable or prevent us from efficiently fulfilling
orders, which may reduce the volume of images licensed and the attractiveness of
our products and services. These interruptions will continue. We will need to
add additional software and hardware and upgrade our systems and network
infrastructure to accommodate increased traffic on our Web sites and increased
sales volume. Without these upgrades, we would face additional system
interruptions, slower response times, diminished customer service, impaired
quality and speed of order fulfillment, and delays in our financial reporting.
We cannot accurately project the rate or timing of any increases in traffic or
sales volume on our Web sites and, therefore, the integration and timing of
these upgrades are uncertain.
We maintain substantially all of our computer and communications hardware
necessary for servicing our Web customers at a single facility in Seattle,
Washington. Our systems and operations could be damaged or interrupted by fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. Computer viruses, physical or electronic break-ins and similar
disruptions could cause system interruptions, delays and loss of critical data
and could prevent us from providing services and accepting and fulfilling
customer orders.
Our future growth in sales and profitability will depend in part on the
effectiveness of our use of the Internet and other on-line services as a medium
of commerce. Technology in the on-line commerce industry changes rapidly.
Customer functionality requirements and preferences also change. Competitors
often introduce new products and services with new technologies. These changes
and the emergence of new industry standards and practices could render our
existing Web sites and related proprietary technology obsolete. To succeed, we
must enhance Web site responsiveness, functionality and features, acquire and
license leading technologies, enhance our existing services, develop new
services and technology and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. There can
be no assurance that we will be able to adapt quickly enough to changing
customer requirements and industry standards.
CHANGES IN FOREIGN EXCHANGE RATES COULD ADVERSELY AFFECT THE RESULTS OF OUR
NON-U.S. BASED OPERATIONS
We publish our consolidated financial statements in U.S. dollars and
conduct a portion of our business in currencies other than U.S. dollars,
particularly the United Kingdom pound sterling, German mark, French franc and
the Euro. As a result, we are exposed to changes in the value of currencies
against the U.S. dollar. Fluctuations in the values of currencies against the
U.S. dollar could affect the translation of the results of non-U.S. based
operations into U.S. dollars for inclusion in our consolidated financial
statements.
OUR RIGHT TO USE THE GETTY TRADEMARKS IS SUBJECT TO FORFEITURE
Through our subsidiaries, we own trademarks and trademark applications in
respect of the names Getty Communications and Hulton Getty, and derivatives
thereof (including the name "Getty") and the related logo, collectively, the
Getty Trademarks. In the event that we become controlled by a third party or
parties not affiliated with the Getty family, Getty Investments has the right to
call for an assignment to it, for a nominal sum, of all rights to the Getty
Trademarks. Upon such assignment, we will have 12 months in which we will be
permitted to continue to use the Getty Trademarks. After that, we will no longer
be able to use them. Although our product brands currently are Allsport, Energy
Film Library, Liaison Agency, Hulton Getty, PhotoDisc, Art.com and Tony Stone
Images, "Getty" is used as a corporate identity for certain of our subsidiaries
and our company. Hulton Getty is also a Getty Trademark. We plan to use "Getty"
as a product or service brand in the future. There can be no assurance that the
exercise by Getty Investments of its right to cause an assignment of the Getty
Trademarks would not have a material adverse effect on our business, financial
condition or results of operations. Further, there can be no assurance that the
existence of the right of Getty Investments to cause such an assignment would
not have a negative impact on the amount of consideration that a potential
acquirer would be willing to pay to acquire our common stock.
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WE WILL FACE SIGNIFICANT COMPETITION AND OTHER RISKS IN IMPLEMENTING OUR
STRATEGIC ALLIANCE AND ACQUISITION STRATEGY
Our strategy depends, in part, on our ability to drive customers to our Web
sites and to encourage and take advantage of the growth of new markets. We
believe that we are well positioned to accomplish both of these tasks and will
seek strategic alliances and acquisitions to drive traffic and create new
markets, products and services. The market for these types of alliances and
acquisitions, particularly in areas related to e-commerce, is highly competitive
and there can be no assurance that we will be successful in negotiating such
alliances or acquisitions on favorable terms. There can also be no assurance
that any such alliances or acquisitions will assist us in attaining our goals.
Acquisitions also involve a number of other risks that could adversely
affect our business, financial condition or results of operations. These include
the diversion of management's attention, the assimilation of the operations and
personnel of the acquired companies and the potential loss of key employees. No
assurance can be given that we will be able to identify any suitable acquisition
candidates or to make any acquisitions or that any acquisition we make will not
adversely affect our business, financial condition and results of operations or
that any such acquisition will enhance our business.
OUR CURRENT AND POTENTIAL FUTURE DEBT COULD CREATE FUTURE FINANCING AND PLANNING
DIFFICULTIES
On May 20, 1998, we completed the issue of $75 million convertible notes
due 2003. These notes carry a coupon of 4.75 percent and are convertible into
2.6 million shares of our common stock at a conversion price of $28.51 per
share, subject to adjustments in certain circumstances. The notes are generally
unsecured subordinated obligations. We also borrow additional funds from time to
time and may incur substantial additional debt in the future. Such indebtedness
could:
- make it difficult to make principal and interest payments on the
convertible subordinated notes
- make it difficult to obtain necessary financing for working capital,
capital expenditures, debt service requirements and other purposes
- limit our flexibility in planning for, or reacting to, changes in the
business and competition and
- make it more difficult to react in the event of an economic downturn.
OUR STOCK PRICE HAS BEEN VOLATILE AND FUTURE SALES OF SUBSTANTIAL NUMBERS OF OUR
SHARES COULD HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR SHARES
There has been significant volatility in the market price of shares of our
common stock. Trading prices may continue to fluctuate in response to a number
of events and factors, such as:
- quarterly variations in operating results and announcements of
innovations
- new products, services and strategic developments by us or our
competitors
- business combinations and investments by us or our competitors
- changes in our revenues, expense levels, or profitability
- changes in financial estimates and recommendations by securities analysts
- performance by other visual content companies and
- news reports relating to trends in the visual content, Internet or other
product or service industries.
Any of these events may cause the price of our shares to fall, which may
adversely affect our business and financing opportunities. In addition, the
stock market in general and the market prices for e-commerce companies in
particular have experienced significant volatility that often has been unrelated
to the operating performance of such companies. These broad market and industry
fluctuations may adversely affect the trading price of our shares, regardless of
our operating performance.
9
<PAGE> 11
In addition, sales, or the possibility of sales, of substantial numbers of
shares of common stock in the public market could adversely affect prevailing
market prices of shares of common stock. Certain of our stockholders have the
right, pursuant to various registration rights agreements, to request that we
register certain of their shares of common stock for resale under the Securities
Act. In addition, our employees hold a significant number of options to purchase
shares, many of which are presently exercisable. Many employees may exercise
their options and sell shares shortly after such options become exercisable,
particularly if they need to raise funds to pay for the exercise of such options
or to satisfy tax liabilities that they may incur in connection with exercising
their options.
YEAR 2000 PROBLEMS WITH THE PRODUCTS OR SYSTEMS OF OUR CRITICAL SUPPLIERS OR
OTHER THIRD PARTIES COULD ADVERSELY AFFECT OUR BUSINESS
We have developed a plan to modify our information technology and other
systems to recognize the Year 2000 and have begun converting our critical data
processing and other systems. We have completed a review of our significant
suppliers and service providers to determine the extent to which our systems may
be vulnerable if those third parties fail to address and correct their own Year
2000 issues. We cannot guarantee that the systems of suppliers or other
companies on which we rely will be Year 2000 compliant. Their failure to convert
their systems could disrupt our systems. In addition, the computer systems
necessary to maintain the viability of the Internet or any of the Web sites that
direct consumers to our on-line stores may not be Year 2000 compliant. Finally,
computers used by our customers to access our on-line stores may not be Year
2000 compliant, delaying their purchases of our products. We are in the process
of developing a formal contingency plan. We cannot guarantee that our systems
will be Year 2000 compliant or that the Year 2000 problem will not adversely
affect our business, which includes limiting or precluding customer purchases.
THE TRANSITION TO THE EURO WILL REQUIRE CHANGES IN OUR OPERATIONS AND SYSTEMS
A new European currency was implemented in January 1999 to replace the
separate currencies of eleven Western European countries. This is requiring
changes in our operations as we modify systems and commercial arrangements to
deal with the new currency. Modifications are necessary in operations such as
payroll, benefits and pension systems, contracts with suppliers and customers
and internal financial reporting systems. Although a three-year transition
period is expected during which transactions may also be made in the old
currency, this is requiring dual currency processes for our operations. We have
identified the issues involved and are developing and implementing solutions.
The cost of this effort is not expected to have a material effect on our
business or results of operations. We cannot assure, however, that all problems
will be foreseen and corrected or that no material disruption of our business
will occur.
CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS AND DELAWARE LAW MAY MAKE IT MORE
DIFFICULT FOR US TO BE ACQUIRED
Our board of directors has the authority, without stockholder approval, to
issue up to 5,000,000 shares of preferred stock and to fix the rights,
preferences, privileges and restrictions of such shares without any further vote
or action by our stockholders. This authority, together with certain provisions
of our amended and restated certificate of incorporation may have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of our company. This effect
could occur even if our stockholders consider such change in control to be in
their best interests. In addition, the concentration of beneficial ownership of
our common stock by the Getty Group and the Torrance Group and certain
provisions of Delaware law may have the effect of delaying, deterring or
preventing a hostile takeover of our company.
USE OF PROCEEDS
We will not receive any of the net proceeds from the sale of the shares of
common stock offered hereby, all of which proceeds will be received by the
selling stockholders.
10
<PAGE> 12
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the common stock as of May 10, 1999, as reported to us by the
applicable selling stockholder, the number of shares of which are being offered
by each of the selling stockholders and the number and percentage of currently
outstanding shares to be owned by each of the selling stockholders following
this offering, assuming that all shares offered hereby are sold.
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED OFFERED FOR BENEFICIALLY OWNED
PRIOR TO OFFERING STOCKHOLDER'S ACCOUNT AFTER THE OFFERING
------------------------- --------------------- -------------------------
NAME OF BENEFICIAL OWNER NUMBER(1) PERCENTAGE(2) NUMBER(1) NUMBER(1) PERCENTAGE(2)
- ------------------------ --------- ------------- --------------------- --------- -------------
<S> <C> <C> <C> <C> <C>
William A. Lederer(3) 1,038,670 3.0 1,038,670 0 *
SoftBank Technology Ventures
IV, L.P. 991,523 2.8 991,523 0 *
Benchmark Capital Partners
II, L.P. 843,507 2.4 843,507 0 *
Sandler Capital IV Partners,
L.P. 537,630 1.5 537,630 0 *
Minotaur Partners, L.P.(4) 368,606 1.1 368,606 0 *
Sandler Capital IV Fte.
Partners, L.P. 220,261 * 220,261 0 *
Benchmark Founders' Fund II,
L.P. 99,871 * 99,871 0 *
Benchmark Founders' Fund
II-A, L.P. 52,972 * 62,972 0 *
Mitch Friedman 25,263 * 25,263 0 *
SoftBank Technology Advisors
Fund, L.P. 18,998 * 18,998 0 *
Douglas Kahn 18,947 * 18,947 0 *
Muriel Lederer, as Custodian 18,063 * 18,063 0 *
Benchmark Members' Fund II,
L.P. 14,171 * 14,751 0 *
First Portland Corporation 3,789 * 3,789 0 *
--------- --- --------- - -------
Total 4,252,271 4,252,271 0
========= === ========= = =======
</TABLE>
- ---------------
* Less than 1%.
(1) Excludes up to 1,911,319 shares of common stock that may be issued on or
about August 4, 1999 to the Art.com selling stockholders in proportion with
their current ownership interest in our common stock.
(2) Based on the number of shares outstanding on May 4, 1999.
(3) Excludes 368,606 shares of common stock owned by Minotaur Partners, L.P., of
which William A. Lederer is the general partner.
(4) The registration rights pursuant to which the shares of common stock of
Minotaur Partners, L.P. are being registered are transferable to the
partners of Minotaur Partners, L.P. in certain circumstances.
4,252,271 shares of common stock were issued to certain persons on May 4,
1999 in connection with our acquisition of Art.com. Up to an additional
1,911,319 shares of common stock may be issued to such persons on or about
August 4, 1999 depending on, among other things, the trading price of our common
stock on The Nasdaq National Market between June 24, 1999 and August 4, 1999.
William Lederer is the president of Art.com and the general partner of
Minotaur Partners, L.P. Douglas Hahn is a financial consultant who helped
Art.com raise approximately $11.5 million in venture capital funding. First
Portland Corporation, doing business as FIRSTCORP, is an equipment lessor and,
from time to time, has provided Art.com with a line of credit to purchase
certain equipment. Robert C. Kagle of
11
<PAGE> 13
Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P. and Benchmark Members' Fund II, L.P. served
as a director of Art.com. Muriel Lederer is custodian for the shares of common
stock owned by Eric Lederer and Adam Lederer and served as a marketing
consultant to Art.com from October 1997 to the present.
Other than as set forth above or as a result of the sales of shares to us
referred to above, none of the selling stockholders listed above has had any
material relationship with us within the past three years.
PLAN OF DISTRIBUTION
The shares of common stock offered hereby by the selling stockholders may
be sold from time to time to purchasers directly by any of the selling
stockholders in one or more transactions at a fixed price, which may be changed,
or at varying prices determined at the time of sale or at negotiated prices.
Such prices will be determined by the holders of such securities or by agreement
between such holders and underwriters or dealers who may receive fees of
commissions in connection therewith.
Any of the selling stockholders may from time to time offer shares of
common stock beneficially owned by them through underwriters, dealers or agents,
who may receive compensation in the form of underwriting discounts, commissions
or concessions from the selling stockholders and the purchasers of the shares
for whom they may act as agent. Each selling stockholder will be responsible for
payment of commissions, concessions and discounts of underwriters, dealers or
agents. The aggregate proceeds to the selling stockholders from the sale of the
shares of common stock offered by them hereby will be the purchase price of such
shares less discounts and commissions, if any. Each of the selling stockholders
reserves the right to accept and, together with their agents from time to time
to reject, in whole or in part, any proposed purchase of shares to be made
directly or through agents. We will not receive any of the proceeds from this
offering. Alternatively, the selling stockholders may sell all or a portion of
the shares of common stock beneficially owned by them and offered hereby from
time to time on any exchange on which the securities are listed on terms to be
determined at the times of such sales. The selling stockholders may also make
private sales directly or through a broker or brokers. Transactions through
broker-dealers may including block trades in which brokers or dealers will
attempt to sell the shares of common stock as agent but may position and resell
the block as principal to facilitate the transaction, or one or more
underwritten offerings on a firm commitment or best effort basis.
From time to time, the selling stockholders may transfer, pledge, donate or
assign shares of common stock to partners in the applicable selling stockholder,
lender or others and each of such persons will be deemed to be a "selling
stockholder" for purposes of this prospectus. The number of selling
stockholders' shares beneficially owned by a selling stockholder who transfers,
pledges, donates or assigns shares of common stock will decrease as and when
they take such actions. The plan of distribution for selling stockholders'
shares sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling stockholders
hereunder.
A selling stockholder may enter into hedging transactions with
broker-dealers, and the broker-dealers may engage in short sales of the shares
of common stock in the course of hedging the positions they assume with such
selling stockholder, including, without limitation, in connection with
distribution of the shares of common stock by such broker-dealers. In addition,
the selling stockholders may, from time to time, sell short the shares of common
stock, and in such instances, this prospectus may be delivered in connection
with such short sales and the shares offered hereby may be used to cover such
short sales. The selling stockholders may also enter into option or other
transactions with broker-dealers that involve the delivery of the shares of
common stock to the broker-dealers, who may then resell or otherwise transfer
such shares. The selling stockholders may also loan or pledge the shares to a
broker-dealer and the broker-dealer may sell the shares as loaned or upon a
default may sell or otherwise transfer the pledge shares.
The selling stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of common stock offered hereby may
be deemed to be underwriters within the meaning of the Securities Act of 1933,
as amended, and any discounts, commissions or concessions received by them and
any
12
<PAGE> 14
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Securities Act.
In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 145 of the Securities Act may be sold under
Rule 144 or Rule 145 rather than pursuant to this prospectus. There is no
assurance that any selling stockholder will sell any or all of the shares of
common stock described herein, and any selling stockholder may transfer, devise
or gift such securities by other means not described herein.
To the extent required, the specific shares of common stock to be sold, the
names of the selling stockholders, the respective purchase prices and public
offering prices, the names of any agent, dealer or underwriter, and any
applicable commissions or discounts with respect to a particular offer will be
set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part. We entered into a registration rights agreement in connection with
the private placement of shares of our common stock which required us to
register the selling stockholders' shares of our common stock under applicable
federal and state securities laws. The registration rights agreement provides
for cross-indemnification of the selling stockholders and Getty Images and their
respective directors, officers and controlling persons against certain
liabilities in connection with the offer and sale of the shares of our common
stock, including liabilities under the Securities Act, and requires them to
contribute to payments the parties may be required to make in respect thereof.
We will pay substantially all of the expenses incurred by the selling
stockholders and us incident to the offering and sale of the shares of common
stock under this prospectus, excluding any underwriting discounts or
commissions. See "Selling Stockholders."
LEGAL MATTERS
The validity of the shares of the common stock offered by this prospectus
will be passed upon by Shearman & Sterling, San Francisco, California.
EXPERTS
The consolidated balance sheets of Getty Images, Inc. and of its
predecessor Getty Communications plc, at December 31, 1998 and December 31,
1997, respectively, and the consolidated statements of operations and cash flows
of Getty Images, Inc. for the year ended December 31, 1998 and of Getty
Communications plc for the years ended December 31, 1997 and 1996, appearing in
our Annual Report on Form 10-K and incorporated by reference herein have been
audited by PricewaterhouseCoopers, independent accountants, as stated in their
report appearing therein given upon the authority of such firm as experts in
accounting and auditing.
13
<PAGE> 15
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GETTY
IMAGES OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Summary............................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 10
Selling Stockholders.................. 11
Plan of Distribution.................. 12
Legal Matters......................... 12
Experts............................... 12
</TABLE>
6,163,590 SHARES
GETTY IMAGES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 1999
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered, other than commissions and discounts of
underwriters, dealers or agents and the fees and expenses of counsel to the
selling stockholders, are as follows:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 44,337
Legal fees and expenses..................................... 25,000
Printing and engraving expenses............................. 50,000
Accounting fees and expenses................................ 25,000
Miscellaneous............................................... 5,663
--------
$150,000
========
</TABLE>
All of the above expenses, other than the SEC registration fee, are
estimates.
Getty Images has paid substantially all of the expenses of the issuance and
distribution of the securities being registered, other than commissions and
discounts of underwriters, dealers or agents and the fees and expenses of
counsel to the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except to the extent indicated below, there is no charter provision,
by-law, contract, arrangement or statute under which any controlling person,
director or officer of Getty Images is insured or indemnified in any manner
against any liability which he or she may incur in his or her capacity as such.
The Delaware General Corporation Law (the "DGCL") provides that a
corporation may, and in certain circumstances must, indemnify its directors,
officers, employees and agents for expenses, judgments or settlements actually
and reasonably incurred by them in connection with suits and other legal actions
or proceedings if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In any such suit or action brought by or on
behalf of the corporation, such indemnification is limited to expenses incurred
in defense or settlement of the suit or action. The DGCL also permits a
corporation to adopt procedures for advancing expenses to directors, officers
and others without the need for a case-by-case determination of eligibility, so
long as, in the case of officers and directors, they undertake to repay the
amounts advanced if it is ultimately determined that the officer or director was
not entitled to be indemnified. The Certificate of Incorporation of Getty Images
(the "Certificate of Incorporation") and the Bylaws of Getty Images (the
"Bylaws") contain provisions for indemnification of directors and officers and
for the advancements of expenses to any director or officer to the fullest
extent of the law.
The DGCL permits corporations to purchase and maintain insurance for
directors and officers against liability for expenses, judgments or settlements,
whether or not the corporation would have the power to indemnify such persons
therefor. The Bylaws permit Getty Images to purchase such insurance.
Getty Images has also agreed by contract to indemnify the directors and
certain officers of Getty Images for certain liabilities incurred by such
persons by reason of the fact that such person is a director or officer,
provided that such person was acting in good faith.
Getty Images has entered into registration rights agreements with certain
of the selling stockholders. Such agreements provide for indemnification by such
selling stockholders of Getty Images and its officers and directors, and by
Getty Images of such selling stockholders, for certain liabilities arising under
the Securities Act or otherwise.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
4.1(1) Indenture, dated as of May 27, 1998, between Getty Images,
Inc. and The Bank of New York, as Trustee
4.2(1) Form of Note (included in Exhibit 4.1)
4.3(2) Certificate representing Common Stock
4.4(3) Amended and Restated Certificate of Incorporation of Getty
Images
4.5(3) By Laws of Getty Images
4.6(1) Registration Rights Agreement, dated as of May 27, 1998,
among Getty Images, Inc. and BT Alex. Brown Incorporated,
BancAmerica Robertson Stephens, Donaldson, Lufkin & Jenrette
Securities Corporation and Hambrecht & Quist LLC
5.1** Opinion of Shearman & Sterling regarding legality of
securities
23.1* Consent of PricewaterhouseCoopers, London, England
23.2** Consent of Shearman & Sterling (included in Exhibit 5.1)
24.4* Powers of Attorney (contained on page II-4)
</TABLE>
- ---------------
* Filed herewith.
** To be filed by amendment.
(1) Incorporated by reference from the Exhibits to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
(2) Incorporated by reference from the Exhibits to the Form 8-A Registration
Statement No. 333-38777 of the Registrant.
(3) Incorporated by reference from the Exhibits to the Form S-4 Registration
Statement No. 333-38777 of the Registrant. (Exhibit number in the Form S-4
is set forth in italics)
ITEM 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished
II-2
<PAGE> 18
to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of 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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE> 19
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 24th day of May, 1999.
GETTY IMAGES, INC.
By: /s/ MARK H. GETTY
------------------------------------
Mark H. Getty
Executive Chairman
POWER OF ATTORNEY
We, the undersigned officers and directors of Getty Images, Inc., do hereby
severally constitute and appoint Mark Getty and Jonathan Klein and each of them
our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including any post-effective amendments), and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby,
ratifying and confirming that each of said attorneys-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ MARK H. GETTY Director May 24, 1999
- -----------------------------------------------------
Mark H. Getty
/s/ JONATHAN D. KLEIN Director May 24, 1999
- -----------------------------------------------------
Jonathan D. Klein
/s/ CHRISTOPHER S. SPORBURG Director May 24, 1999
- -----------------------------------------------------
Christopher S. Sporburg
/s/ ANTHONY STONE Director May 24, 1999
- -----------------------------------------------------
Anthony Stone
Director
- -----------------------------------------------------
Mark Torrance
/s/ ANDREW GARB Director May 24, 1999
- -----------------------------------------------------
Andrew Garb
/s/ JAMES N. BAILEY Director May 24, 1999
- -----------------------------------------------------
James N. Bailey
</TABLE>
II-4
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------- -----------------------
<C> <S>
4.1(1) Indenture, dated as of May 27, 1998, between Getty Images,
Inc. and The Bank of New York, as Trustee
4.2(1) Form of Note (included in Exhibit 4.1)
4.3(2) Certificate representing Common Stock
4.4(3) Amended and Restated Certificate of Incorporation of Getty
Images
4.5(3) By Laws of Getty Images
4.6(1) Registration Rights Agreement, dated as of May 27, 1998,
among Getty Images, Inc. and BT Alex.Brown Incorporated,
BancAmerica Robertson Stephens, Donaldson, Lufkin & Jenrette
Securities Corporation and Hambrecht & Quist LLC
5.1** Opinion of Shearman & Sterling regarding legality of
securities
23.1* Consent of PricewaterhouseCoopers, London, England
23.2** Consent of Shearman & Sterling (included in Exhibit 5.1)
24.4* Powers of Attorney (contained on page II-4)
</TABLE>
- ---------------
* Filed herewith.
** To be filed by amendment.
(1) Incorporated by reference from the Exhibits to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998.
(2) Incorporated by reference from the Exhibits to the Form 8-A Registration
Statement No. 333-38777 of the Registrant.
(3) Incorporated by reference from the Exhibits to the Form S-4 Registration
Statement No. 333-38777 of the Registrant. (Exhibit number in the Form S-4
is set forth in italics)
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Getty Images, Inc. on Form S-3 of our report dated March 31, 1999 of our audits
of the consolidated financial statements and financial statement schedules of
Getty Images, Inc. and subsidiaries and of its predecessor, Getty Communications
plc and subsidiaries, appearing in the Annual Report on Form 10-K of Getty
Images, Inc. We also consent to the reference to our firm under the caption
"Experts".
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
London
May 21, 1999
