AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
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
ZIFF-DAVIS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
13-3987754
(I.R.S. Employer Identification Number)
ONE PARK AVENUE, NEW YORK, NEW YORK 10016
(Address of Principal Executive Offices, Zip Code)
ZIFF-DAVIS
1998 EMPLOYEE STOCK PURCHASE PLAN
1998 INCENTIVE COMPENSATION PLAN
1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
TIMOTHY C. O'BRIEN
ZIFF-DAVIS INC.
ONE PARK AVENUE
NEW YORK, NEW YORK 10016
(Name and Address of Agent for Service)
(212) 503-3500
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF OFFERING PRICE PROPOSED MAXIMUM REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED(1) PER SHARE (2) AGGREGATE OFFERING PRICE (2) FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE
$.01 PER SHARE 10,200,000 $13.34 $136,068,000 $40,140
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<FN>
(1) 1,500,000 SHARES ARE BEING REGISTERED PURSUANT TO THE 1998 EMPLOYEE STOCK
PURCHASE PLAN; 8,500,000 SHARES ARE BEING REGISTERED PURSUANT TO THE 1998
INCENTIVE COMPENSATION PLAN; AND 200,000 SHARES ARE BEING REGISTERED
PURSUANT TO THE 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
PURSUANT TO RULE 457(C) AND 457(H), BASED UPON THE AVERAGE OF THE HIGH AND
LOW SALES PRICES OF THE COMPANY'S COMMON STOCK, AS QUOTED THROUGH THE NEW
YORK STOCK EXCHANGE, ON JUNE 17, 1998.
</FN>
</TABLE>
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PART I
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INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by Rule 428 and the Instructions to Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), this registration
statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the plans covered by this registration statement as required by
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission (the "Commission") as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the registrant,
Ziff-Davis Inc., a Delaware corporation (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement.
1. The Company's Registration Statement on Form S-1 (File No.
333-46493).
2. The description of the Company's Common Stock, par value $.01
("Common Stock"), contained in the Company's Registration Statement on Form S-1
(File No. 333-46493) and incorporated by reference in the Company's Registration
Statement on Form 8-A (File No. 001-14055).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date 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 registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or 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 registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings, in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. Section 6.4 of the
Company's By-laws provides for indemnification by the Company of its directors,
officers and employees to the fullest extent permitted by Delaware General
Corporation Law.
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Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation provides for such limitation
of liability.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of the Company dated
May 1, 1998 (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, File No. 333-46493).
3.2 By-laws of the Company (incorporated herein by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-1, File No.
333-46493).
4.1 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1, File
No. 333-46493).
4.2 Ziff-Davis Inc. 1998 Employee Stock Purchase Plan (the "Purchase Plan")
(incorporated by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1, File No. 333-46493).
4.3 Ziff-Davis Inc. 1998 Incentive Compensation Plan (the "Incentive Plan")
(incorporated by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1, File No. 333-46493).
4.4 Ziff-Davis Inc. 1998 Non-Employee Directors Stock Option Plan (the
"Directors Plan" and, together with the Purchase Plan and the Incentive
Plan, the "Plans") (incorporated by reference to Exhibit 10.16 to the
Company's Registration Statement on Form S-1, File No. 333-46493).
5.1 Opinion of Sullivan & Cromwell as to the validity of Common Stock issued
under the Plans.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached
hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney is included in the signature page of this Registration
Statement.
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ITEM 9. REQUIRED UNDERTAKINGS
(a) 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;
(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 this registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this 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; and
(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.
(b) 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 Section 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.
(c) 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 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
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question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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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, New York on the 17th day of June, 1998.
ZIFF-DAVIS INC.
By /s/ ERIC HIPPEAU
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Eric Hippeau
Chairman, Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Timothy C.
O'Brien (Chief Financial Officer of the Company) and J. Malcolm Morris (Senior
Vice President and General Counsel), and each of them severally, his/her true
and lawful attorney-in-fact or attorneys-in-fact with power of substitution and
resubstitution to sign in his/her name, place and stead in any and all such
capacities the Registration Statement, any and all amendments thereto and any
and all registration statements necessary to register additional securities or
register a reoffer prospectus and any documents in connection therewith, and to
file the same with the Securities and Exchange Commission, each of said
attorneys-in-fact to have power to act with or without the other, and to have
full power and authority to do and perform, in the name and on behalf of each
such officer and director of the Registrant who shall have executed such power
of attorney, every act whatsoever which such attorneys-in-fact, or any of them,
may deem necessary or desirable to be done in connection therewith as fully and
to all intents and purposes as such officer or director of the Registrant might
or could do in person.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on June 17, 1998.
Name Title
/s/ Eric Hippeau Chairman, Chief Executive Officer,
- ------------------------------------- Director (Principal Executive
Eric Hippeau Officer)
/s/ Timothy C. O'Brien Chief Financial Officer, Director
- ------------------------------------- (Principal Financial Officer)
Timothy C. O'Brien
/s/ Mark D. Moyer Controller
- ------------------------------------- (Principal Accounting Officer)
Mark D. Moyer
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Name Title
/s/ Masayoshi Son Director
- -------------------------------------
Masayoshi Son
/s/ Yoshitaka Kitao Director
- -------------------------------------
Yoshitaka Kitao
/s/ Ronald D. Fisher Director
- -------------------------------------
Ronald D. Fisher
/s/ Jason E. Chudnofsky Director
- -------------------------------------
Jason E. Chudnofsky
/s/ Claude P. Sheer Director
- -------------------------------------
Claude P. Sheer
/s/ Jonathan D. Lazarus Director
- -------------------------------------
Jonathan D. Lazarus
/s/ Jerry C.-Y. Yang Director
- -------------------------------------
Jerry C.-Y. Yang
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EXHIBIT INDEX
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of the Company
dated May 1, 1998 (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1, File No. 333-46493).
3.2 By-laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
File No. 333-46493).
4.1 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-1, File
No. 333-46493).
4.2 Ziff-Davis Inc. 1998 Employee Stock Purchase Plan (the "Purchase
Plan") (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, File No. 333-46493).
4.3 Ziff-Davis Inc. 1998 Incentive Compensation Plan (the "Incentive
Plan") (incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1, File No. 333-46493).
4.4 Ziff-Davis Inc. 1998 Non-Employee Directors Stock Option Plan (the
"Directors Plan" and, together with the Purchase Plan and the
Incentive Plan, the "Plans") (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on Form S-1, File No.
333-46493).
5.1 Opinion of Sullivan & Cromwell as to the validity of the Common Stock
issued under the Plans.
23.1 Consent of Sullivan & Cromwell (contained in Exhibit 5.1 attached
hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney is included in the signature page of the
Registration Statement.
[Letterhead of Sullivan & Cromwell]
EXHIBIT 5.1
June 18, 1998
Ziff-Davis Inc.,
One Park Avenue,
New York, New York 10016.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 10,200,000 shares (the "Securities") of Common Stock, par value
$.01 per share, of Ziff-Davis Inc., a Delaware corporation (the "Company"),
which will be newly issued by the Company after the date hereof pursuant to the
terms of the Ziff-Davis 1998 Employee Stock Purchase Plan, 1998 Incentive
Compensation Plan and 1998 Non-Employee Directors Stock Option Plan, we, as your
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the registration statement relating to the Securities (the "Registration
Statement") has become effective under the Act, the terms of the issue and sale
of the Securities have been duly established in conformity with the Company's
certificate of incorporation, and the Securities have been duly
<PAGE>
issued and sold as contemplated by the Registration Statement and the terms of
the 1998 Employee Stock Purchase Plan, 1998 Incentive Compensation Plan and 1998
Non-Employee Directors Stock Option Plan under which such Securities are to be
issued, the Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
SULLIVAN & CROMWELL
2
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated March 27, 1998, relating to the balance sheet of
ZD Inc., and our reports dated February 17, 1998, relating to the combined
financial statements of Ziff-Davis Inc. and ZD COMDEX and Forums Inc., and the
consolidated financial statements of Ziff-Davis Inc. (formerly Ziff-Davis
Publishing Company), which appear on pages F-2, F-5 and F-28 of ZD Inc.'s
Registration Statement on Form S-1, File No. 333-46493.
PRICE WATERHOUSE LLP
New York, New York
June 19, 1998
