<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SFX ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 7922 13-3977880
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(212) 838-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
ROBERT F.X. SILLERMAN, EXECUTIVE CHAIRMAN
SFX ENTERTAINMENT, INC.
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(212) 838-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------
Copies to:
DANIEL A. NINIVAGGI KIRK A. DAVENPORT
WINSTON & STRAWN LATHAM & WATKINS
200 PARK AVENUE 885 THIRD AVENUE
NEW YORK, NEW YORK 10166 NEW YORK, NEW YORK 10022
(212) 294-6700 (212) 906-1200
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-71175
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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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>
<CAPTION>
==================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
- ----------------------------- ------------------ ------------------ -------------------- -----------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value.............. 920,000 Shares $56.3125 $51,807,500.00 $14,403.00
==================================================================================================================
</TABLE>
(1) Includes 120,000 shares that may be sold pursuant to an over-allotment
option granted to the underwriters.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low sales
prices of the Class A Common Stock on February 11, 1999, as reported on
the Nasdaq Stock Market National Market.
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<PAGE>
INCORPORAITON OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION V OF FORM S-1
Explanatory Note
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (File No. 333-71175), as amended, declared effective by
The Securities And Exchange Commission on February 10, 1999, are hereby
incorporated by reference, including all exhibits incorporated by reference
therein.
<PAGE>
PART II
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
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<S> <C> <C>
5.1 Opinion of Winston & Strawn
23.1 Consent of Winston & Strawn (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consents of Arthur Andersen LLP
23.4 Consents of PricewaterhouseCoopers LLP
23.5 Consent of Grant Thornton
23.6 Consent of Richard E. Woodhall
23.7 Consent of David Berdon & Co., LLP
*24.1 Power of Attorney
99.1 Officer's Certificate
</TABLE>
- ----------
* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (File No. 333-71175).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on February 11, 1999.
SFX ENTERTAINMENT, INC.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel
Executive Vice President, General
Counsel, Secretary and Member of
the Office of the Chairman
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, February 11, 1999
- ----------------------------- Member of the Office of
Robert F.X. Sillerman the Chairman and
Director (principal
executive officer)
* Director February 11, 1999
- -----------------------------
Michael G. Ferrel
* Director February 11, 1999
- -----------------------------
Brian Becker
* Director February 11, 1999
- -----------------------------
David Falk
/s/ Howard J. Tytel Director February 11, 1999
- -----------------------------
Howard J. Tytel
* Chief Financial Officer, February 11, 1999
- ----------------------------- Vice President and
Thomas P. Benson Director (principal
financial and accounting
officer)
* Director February 11, 1999
- -----------------------------
Richard A. Liese
* Director February 11, 1999
- -----------------------------
D. Geoffrey Armstrong
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------- ------------------
<S> <C> <C>
* Director February 11, 1999
- -----------------------------
James F. O'Grady, Jr.
* Director February 11, 1999
- -----------------------------
Paul Kramer
* Director February 11, 1999
- -----------------------------
Edward F. Dugan
*By: /s/ Howard J. Tytel
----------------------
Attorney-in-fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION PAGE
- ---------- ------------------------------------------------------ -----
<S> <C> <C>
5.1 Opinion of Winston & Strawn
23.1 Consent of Winston & Strawn (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consents of Arthur Andersen LLP
23.4 Consents of PricewaterhouseCoopers LLP
23.5 Consent of Grant Thornton
23.6 Consent of Richard E. Woodhall
23.7 Consent of David Berdon & Co., LLP
*24.1 Power of Attorney
99.1 Officer's Certificate
</TABLE>
- ----------
* Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended (File No. 333-71175).
<PAGE>
February 11, 1999
SFX Entertainment, Inc.
650 Madison Avenue
16th Floor
New York, New York 10022
Re: Registration Statement on Form S-1
of SFX Entertainment, Inc.
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to SFX Entertainment, Inc.,
a Delaware corporation (the "Company"), in connection with the registration on
Form S-1 of the offer and sale of up to 920,000 shares of Class A Common Stock
of the Company, par value $.01 per share (the "Shares").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of, as currently in effect (i) the Registration Statement
relating to the Shares as filed with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 462(b) under the Act on February 12, 1999
(the "Registration Statement"), (ii) the Registration Statement on Form S-1
(File No. 333-71175) (the "Related Registration Statement"), including all
amendments thereto filed with the Commission on or prior to February 10, 1999,
(iii) the Amended and Restated Certificate of Incorporation of the Company,
(iv) the By-laws of the Company, (v) the U.S. Underwriting Agreement dated
February 11, 1999 by and between the Company and Bear, Stearns & Co. Inc.,
Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, SG Cowen Securities
Corporation and Prudential Securities Incorporated (the "U.S. Underwriting
Agreement"), (vi) the International Underwriting Agreement dated February 11,
1999 by and between the Company, SG Cowen International L.P., Bear, Stearns
International Limited, Lehman Brothers International (Europe), Morgan Stanley &
Co. International Limited and Prudential-Bache Securities (U.K.) Inc. (the
"International Underwriting Agreement," and together with the U.S. Underwriting
Agreement, the "Underwriting Agreements") and (vii) resolutions of the Board of
Directors of the Company and a Special Committee thereof relating to, among
other things, the issuance and sale of the Shares and the filing of the
Registration Statement (the "Board Resolutions"). We have also examined such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below.
<PAGE>
SFX Entertainment, Inc.
February 11, 1999
Page 2
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to any facts
material to this opinion which we did not independently establish or verify, we
have relied upon oral or written statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the
opinion that the Shares, when sold in accordance with the provisions of the
Underwriting Agreements, shall be legally issued, fully paid and
non-assessable.
We hereby consent to the reference to our firm under the
heading "Legal Matters" in the prospectuses included in the Related Registration
Statement and to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. In giving such consent, we do not concede that
we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated (i) March 5, 1998, except for Notes 1 and 11 as to
which the date is April 27, 1998, with respect to the consolidated financial
statements of SFX Entertainment, Inc., (ii) October 2, 1997 with respect to the
consolidated financial statements of Delsener/Slater Enterprises, Ltd. and
Affiliated Companies, (iii) December 13, 1996 with respect to the consolidated
financial statements of PACE Entertainment Corporation and Subsidiaries,
(iv) May 22, 1998 with respect to the combined financial statements of the
Contemporary Group, (v) November 20, 1997 with respect to the combined
financial statements of The Album Network, Inc. and Affiliated Companies, (vi)
March 20, 1998 with respect to the consolidated financial statements of BG
Presents, Inc. and Subsidiaries, (vii) March 13, 1998 with respect to the
combined financial statements of Concert/Southern Promotions and Affiliated
Companies, (viii) April 10, 1998 with respect to the combined financial
statements of Falk Associates Management Enterprises, Inc., (ix) May 1, 1998
with respect to the combined financial statements of Blackstone Entertainment
LLC, (x) March 5, 1998 with respect to the consolidated financial statements
of The Marquee Group, Inc. and Subsidiaries, (xi) May 21, 1998 with respect
to the combined financial statements of Alphabet City Sports Records, Inc. and
Alphabet City Industries, Inc., (xii) June 3, 1998 with respect to the
consolidated financial statements of Cambridge Holding Corporation, Inc. and
(xiii) July 6, 1998 with respect to the combined financial statements of
Tollin-Robbins Entertainment, all incorporated by reference in the Registration
Statement (Form S-1) and related Prospectus of SFX Entertainment, Inc. for the
registration of shares of its Class A Common Stock.
Ernst & Young LLP
New York, New York
February 8, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report included in this registration statement on Form S-1 and to the
incorporation by reference in this registration statement on form S-1 of SFX
Entertainment, Incorporated of our report dated February 23,1998 included in
Magicworks Entertainment, Incorporated's Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this Form S-1.
ARTHUR ANDERSEN LLP
Miami, Florida,
February 10, 1999.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
on the combined financial statements of Connecticut Performing Arts, Inc. and
Connecticut Performing Arts Partners dated March 21, 1997 (and to all
references to our Firm) included in or made a part of this registration
statement on Form S-1.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 8, 1999
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
on the consolidated financial statements of PACE Entertainment Corporation and
subsidiaries dated December 15, 1997 (except with respect to the matters
discussed in Note 12, as to which the date is December 22, 1997) and Pavilion
Partners dated December 15, 1997 (except with respect to the matters discussed
in Note 11, as to which the date is December 22, 1997), and to all references
to our Firm included in or made a part of this registration statement of SFX
Entertainment Inc.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
February 8,1999
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
on the combined financial statements of Deer Creek Partners, L.P. (formerly
Sand Creek Partners, L.P.) and Murat Centre, L.P. dated September 29, 1997 (and
to all references to our firm) included in or made a part of the Registration
Statement of SFX Entertaimnent, Inc, on Form S-1, to be filed on or about
February 10, 1999.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
February 10, 1999
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 27,1998 on the financial statements of Riverport Performing Arts
Centre, Joint Venture, as of and for the years ended December 31, 1997 and
1996, included in or made part of this Registration Statement on Form S-1.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
February 10, 1999
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-1 of SFX
Entertainment, Inc. of our report dated December 12, 1996, relating to the
financial statements of Pavilion Partners, which appears in the Prospectus
constituting part of Amendment No. 3 to the Registration Statement on Form S-1
(No. 333-71175).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
February 8, 1999
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-1 of SFX Entertainment, Inc. of our report dated June 25, 1997, on our
audits of the consolidated financial statements of ProServ, Inc. and
Subsidiaries.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
McLean, Virginia
February 10, 1999
<PAGE>
Grant Thornton
PARK ASSOCIATES LIMITED
We consent to the reference to our firm under the caption "experts" and to the
use of our report dated May 28, 1998 and September 22, 1998 included in the
Registration Statement and related Prospectus of SFX Entertainment, Inc on
Form S-1.
/s/ GRANT THORNTON
GRANT THORNTON
REGISTERED AUDITORS
CHARTERED ACCOUNTANTS
Nottingham
February 10, 1999
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Re: TONY STEPHENS ASSOCIATES LIMITED
Audit Year to 30th April 1998
We consent to the reference to our firm under the caption "Experts" and to the
use or our report dated 14th July 1998 included in the Registration Statement
(Form S-1)and related Prospectus of SFX Entertainment, Inc.
dated: 10th February 1999
------------------------
/s/ Richard E Woodhall Co.
--------------------------
Richard E Woodhall Co.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the reference to our firm under the caption "EXPERTS" in
the Prospectus forming a part of this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of SFX Entertainment, Inc., a Delaware corporation, and
to the incorporation of our report, dated June 13, 1997 on the financial
statements of QBQ Entertainment, Inc., a New York corporation, as of December
31, 1996 and for the years ended December 31, 1995 and 1996.
/s/ DAVID BERDON & CO. LLP
DAVID BERDON & CO. LLP
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
February 10, 1990
<PAGE>
OFFICER'S CERTIFICATE
THE UNDERSIGNED, Howard J. Tytel, the duly elected General Counsel,
Secretary, Executive Vice President and Member of the Office of the
Chairman of SFX Entertainment, Inc., a Delaware corporation (the "Registrant"),
does hereby certify as follows:
(i) The Registrant has instructed its bank to transmit to the Securities
and Exchange Commission (the "Commission") $14,403.00, representing the
registration filing fee, by wire transfer of such amount from the Registrant's
account to the Commission's account at Mellon Bank as soon as practicable
but no later than the close of business February 12, 1999;
(ii) The Registrant will confirm the bank's receipt of such instructions
during regular business hours on February 12, 1999;
(iii) The Registrant will not revoke such instructions;
(iv) The Registrant has sufficient funds in the Registrant's account to
cover the amount of the filing fee.
IN WITNESS WHEREOF, I have executed this Certificate this 11th day of
February 1999.
/s/ Howard J. Tytel
----------------------------------
General Counsel, Secretary,
Executive Vice President and
Member of the Office of the
Chairman
