AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
REGISTRATION NO. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LOEWS CINEPLEX ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3386485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
711 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(Address of registrant's principal
executive offices)
AMENDED AND RESTATED
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN J. WALKER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
LOEWS CINEPLEX ENTERTAINMENT CORPORATION
711 FIFTH AVENUE
NEW YORK, NEW YORK 10022
(212) 833-6200
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,342,265 shares $4.0625 (2) $5,452,951.50 (2) $1,439.58
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<FN>
(1) Plus such additional number of shares as may be required in the event
of a stock dividend, stock split, recapitalization or other similar
event in accordance with Rule 416 of the Securities Act of 1933, as
amended (the "Securities Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act based upon the average
of the high and low prices of the Common Stock, as reported on the New
York Stock Exchange on March 6, 2000.
</FN>
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<PAGE>
PART I
EXPLANATORY NOTE
This Registration Statement is filed pursuant to Instruction E to Form
S-8 to register additional Common Stock issuable under the Amended and
Restated Loews Cineplex Entertainment Corporation 1997 Stock Incentive Plan
(the "Plan").
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of
the Registrant's Registration Statement on Form S-8, filed on May 12, 1998
(Registration No. 333-52453).
The documents containing information specified by Part I of this
Registration Statement have been or will be sent or given to participants
in the Plan as specified in Rule 428(b)(1) promulgated by the Securities
and Exchange Commission under the Securities Act. Such document(s) are not
required to be filed with the SEC but constitute (along with the documents
incorporated by reference into this Registration Statement) a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 The Amended and Restated Loews Cineplex
Entertainment Corporation 1997 Stock
Incentive Plan, filed as Exhibit A to the
Company's Definitive Proxy Statement filed on
May 27, 1999, and incorporated herein by
reference.
5.1* Opinion of Fried, Frank, Harris, Shriver &
Jacobson.
23.1 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP
(independent public accountants).
- --------------
* filed herewith
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-8 and 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
March 9, 2000.
Loews Cineplex Entertainment Corporation
/s/ John J. Walker
-------------------------------------
By: John J. Walker
Senior Vice President, Chief
Financial Officer and Treasurer
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated as of the date of the filing of this Registration Statement.
.
Signature Title
- --------- -----
/s/ Lawrence J. Ruisi President, Chief Executive
- -------------------------------- Officer and Director
Lawrence J. Ruisi
/s/ John J. Walker Senior Vice President,
- -------------------------------- Chief Financial Officer
John J. Walker and Treasurer
/s/ Joseph Sparacio Vice President, Finance
- -------------------------------- and Controller
Joseph Sparacio
/s/ George A. Cohon Director
- --------------------------------
George A. Cohon
/s/ Nora Ephron Director
- --------------------------------
Nora Ephron
Director
- --------------------------------
Mel Harris
/s/ Marinus N. Henny Director
- --------------------------------
Marinus N. Henny
/s/ Ronald N. Jacobi Director
- --------------------------------
Ronald N. Jacobi
/s/ Allen Karp Director
- --------------------------------
Allen Karp
/s/ Ernest Leo Kolber Director
- --------------------------------
Ernest Leo Kolber
/s/ Kenneth Lemberger Director
- --------------------------------
Kenneth Lemberger
/s/ Ron Meyer Director
- --------------------------------
Ron Meyer
/s/ Yuki Nozoe Director
- --------------------------------
Yuki Nozoe
/s/ Karen Randall Director
- --------------------------------
Karen Randall
/s/ Hellene Runtagh Director
- --------------------------------
Hellene Runtagh
/s/ Howard Stringer Director
- --------------------------------
Howard Stringer
Director
- --------------------------------
William A. Sutman
/s/ Mortimer B. Zuckerman Director
- --------------------------------
Mortimer B. Zuckerman
<PAGE>
Index to Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 The Amended and Restated Loews Cineplex Entertainment
Corporation 1997 Stock Incentive Plan, filed as Exhibit A to
the Company's Definitive Proxy Statement filed on May 27,
1999, and incorporated herein by reference.
5.1* Opinion of Fried, Frank, Harris, Shriver & Jacobson.
23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
(included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP (independent public
accountants).
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* filed herewith
EXHIBIT 5.1
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON]
212-859-8164
March 9, 2000 (FAX: 212-859-8586)
Loews Cineplex Entertainment Corporation
711 Fifth Avenue
11th Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as special counsel for Loews Cineplex Entertainment
Corporation, a Delaware corporation ("Loews"), in connection with the
registration on Form S-8 (the "S-8 Registration Statement"), of 1,342,265
shares (the "Shares") of Common Stock, par value $.01 per share, of Loews.
The Shares may be issued by Loews under the Amended and Restated Loews
Cineplex Entertainment Corporation 1997 Stock Incentive Plan (the "Plan")
upon the exercise of options and other awards issued under the Plan. With
your permission, all assumptions and statements of reliance herein have
been made without any independent investigation or verification on our part
except to the extent otherwise expressly stated, and we express no opinion
with respect to the subject matter or accuracy of such assumptions or items
relied upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of Loews, and such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of Loews as we have deemed necessary or appropriate for the
purposes of this opinion.
In all such examinations, we have assumed the legal capacity of
all natural persons executing documents, the genuineness of all signatures,
the authenticity of original and certified documents and the conformity to
original or certified documents of all copies submitted to us as conformed
or reproduction copies. As to various questions of fact relevant to the
opinions expressed herein, we have relied upon, and assume the accuracy of,
representations and warranties contained in the documents and certificates
and oral or written statements and other information of or from
representatives of Loews and others and assume compliance on the part of
all parties to the documents with their covenants and agreements contained
therein.
Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the issuance of the Shares pursuant to the Plan has been duly authorized
and that such Shares, when issued, paid for and delivered as authorized in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the laws of the
United States of America and the General Corporation Law of the State of
Delaware, as currently in effect. The opinions expressed herein are given
as of the date hereof, and we undertake no obligation to supplement this
letter if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after
the date hereof or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to
the Form S-8 relating to the registration of the Shares. In giving such
consent, we do not hereby admit that we are in the category of such persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ David C. Golay
--------------------------------
David C. Golay
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 30, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to
Shareholders of Loews Cineplex Entertainment Corporation, which is
incorporated by reference in Loews Cineplex Entertainment Corporation's
Annual Report on Form 10-K for the year ended February 28, 1999. We also
consent to the incorporation by reference of our report dated April 30,
1999 relating to the financial statement schedules, which appears in such
Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 8, 2000
