As filed with the Securities and Exchange Commission
on December 7, 1999
Registration No. 333-89403
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
- --------------------------------------------------------------
INFINITY BROADCASTING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-4030071
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
- --------------------------------------------------------------
40 WEST 57th STREET
NEW YORK, NEW YORK 10019
(212) 975-4321
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive
Offices)
- --------------------------------------------------------------
CBS EMPLOYEE INVESTMENT FUND
INFINITY BROADCASTING CORPORATION EMPLOYEES' 401(K) PLAN
INFINITY BROADCASTING CORPORATION UNION EMPLOYEES' 401(K) PLAN
OUTDOOR SYSTEMS, INC. 401(K) PLAN
(Full Title of Plan)
- --------------------------------------------------------------
ANGELINE C. STRAKA
VICE PRESIDENT AND SECRETARY
INFINITY BROADCASTING CORPORATION
40 WEST 57th STREET
NEW YORK, NEW YORK 10019
(212) 975-4321
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent for
Service)
- --------------------------------------------------------------
*Filed as a Post-Effective Amendment to such Form S-8
Registration Statement (No. 333-89403) pursuant to the
procedure described in this Amendment. See "Introductory
Statement."
<PAGE>
INTRODUCTORY STATEMENT
Infinity Broadcasting Corporation, a Delaware
corporation, files this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-8 (No. 333-89403) to
amend the title of the plans under which registered
securities are to be issued. In addition to the CBS Employee
Investment Fund, the Infinity Broadcasting Corporation
Employees' 401(k) Plan and the Infinity Broadcasting
Corporation Union Employees' 401(k) Plan, the title of the
plans will include the Outdoor Systems, Inc. 401(k) Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, each as filed with the Securities
and Exchange Commission, are incorporated as of their respective
dates in this Registration Statement by reference:
* Infinity's Annual Report on Form 10-K, as amended by
Form 10-K/A, for the year ended December 31, 1998
* The Annual Reports on Form 11-K for the year ended
December 31, 1998 of the CBS Employee Investment Fund, the
Infinity Broadcasting Corporation Employees' 401(k) Plan,
the Infinity Broadcasting Corporation Union Employees'
401(k) Plan, and the Outdoor Systems, Inc. 401(k) Plan
* All other reports filed by Infinity pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1998
* The description of risk factors and unaudited pro forma
financial information contained in Part I of Infinity's
Registration Statement on Form S-4 (Registration Statement
No. 333-88363) filed with the SEC on October 4, 1999
* The description of Infinity's Class A Common Stock
contained in Infinity's Current Report on Form 8-K filed
with the SEC October 20, 1999, as amended or updated
pursuant to the Exchange Act
All reports and other documents subsequently filed by
Infinity pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 will be deemed to be
incorporated by reference in this Registration Statement
and to be a part of this Registration Statement from the
respective date of filing of each of those documents until
the filing of a post-effective amendment to this
Registration Statement which indicates either that all
securities offered by this Registration Statement have been
sold or which deregisters all of the securities under this
Registration Statement then remaining unsold. Any statement
contained in this Registration Statement or in a document
incorporated or deemed to be incorporated by reference in
this Registration Statement will be deemed to be modified or
superseded for purposes of this Registration Statement to
the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes that
statement. Any statement so modified or superseded will 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
Vernon J. Carpenter, Tax Counsel for Infinity, has
provided an opinion regarding the Plans' compliance with
ERISA. Mr. Carpenter is an employee of CBS Corporation and
a participant in one of the Plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Infinity is incorporated under the laws of the State of
Delaware. Under Section 145 of the Delaware General
Corporation Law, Infinity is empowered to indemnify its
directors and officers in the circumstances provided in
Section 145. Certain portions of Section 145 are summarized
below.
Section 145(a) of the DGCL provides that a corporation
may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses,
including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person
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 such person's conduct was unlawful.
Section 145(b) of the DGCL provides that a corporation
may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred
by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery
or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
Section 145(c) of the DGCL provides that to the extent
that a present or former director or officer of a
corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in
Section 145(a) and (b), or in defense of any claim, issue or
matter therein, such person shall be indemnified against
expenses, including attorneys' fees, actually and reasonably
incurred by such person in connection therewith.
Section 145(d) of the DGCL provides that any
indemnification under Section 145(a) and (b), unless ordered
by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set
forth in Section 145(a) and (b). Such determination shall be
made with respect to a person who is a director or officer
at the time of such determination (1) by a majority vote of
the directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by
the stockholders.
Section 145(e) of the DGCL provides that expenses,
including attorneys' fees, incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that such person
is not entitled to be indemnified by the corporation as
authorized in Section 145. Such expenses, including
attorneys' fees, incurred by former directors and officers
or other employees and agents may be so paid upon such terms
and conditions, if any, as the corporation deems
appropriate.
Section 145(f) of the DGCL provides that the
indemnification and advancement of expenses provided by, or
granted pursuant to, Section 145 shall not be deemed
exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled
under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 145(g) of the DGCL provides that a corporation
shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in
any such capacity, or arising out of such person's status as
such, whether or not the corporation would have the power to
indemnify such person against such liability under Section
145.
Infinity's Restated Certificate of Incorporation
contains a provision eliminating, to the fullest extent
permitted by the DGCL as it exists or may in the future be
amended, the liability of a director to Infinity and its
stockholders for monetary damages for breaches of fiduciary
or other duty as a director. However, the DGCL does not
currently allow such provision to limit the liability of a
director for: (1) any breach of the director's duty of
loyalty to Infinity or its stockholders; (2) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws; (3) payment of
dividends, stock purchases or redemptions that violate the
DGCL; or (4) any transaction from which the director derived
an improper personal benefit. Such limitation of liability
also does not affect the availability of equitable remedies
such as injunctive relief or rescission.
Infinity's Restated Certificate of Incorporation and
its Restated By-Laws also provide that, to the fullest
extent permitted by the DGCL as it exists or may in the
future be amended, Infinity will indemnify and hold harmless
any officer or director who is or was made a party or is
threatened to be made a party to or is involved in any
manner in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or
was an officer or director of Infinity or a director or
elected officer of a subsidiary of Infinity, and may
indemnify any employee or agent of Infinity and any person
serving at the request of Infinity as a officer, director,
partner, member, employee or agent of another corporation,
partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise; provided,
however, that Infinity will indemnify any such person
seeking indemnification in connection with a proceeding or
part of a proceeding initiated by such person only if such
proceeding or part of a proceeding was authorized by the
Board of Directors or is a proceeding to enforce such
person's claim to indemnification pursuant to the rights
granted by Infinity's Restated Certificate of Incorporation
or Infinity's Restated By-Laws. In addition, Infinity will
pay the expenses incurred by any officers and directors, and
may pay the expenses incurred by other persons that may be
indemnified pursuant to its Restated Certificate of
Incorporation and its Restated By-Laws, in defending any
such proceeding in advance of its final disposition upon
receipt, unless Infinity upon authorization of the Board of
Directors waives such requirement to the extent permitted by
applicable law, of an undertaking by or on behalf of such
person to repay such amount if it is ultimately determined
that such person is not entitled to be indemnified by
Infinity as authorized in its Restated By-Laws or otherwise.
Infinity's Restated By-Laws also state that such
indemnification is not exclusive of any other rights of the
indemnified party, including rights under any
indemnification agreements or otherwise.
CBS Corporation currently maintains insurance on behalf
of officers and directors of CBS Corporation and its
subsidiaries (including Infinity and its subsidiaries)
against any liability that may be asserted against any such
officer or director, subject to certain customary
exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
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4.1 Restated Certificate of Incorporation of Infinity as of
December 14, 1998 is incorporated by reference to Exhibit
3.1 to Infinity's Form 10-Q for the quarter ended June 30,
1999
4.2 Restated By-Laws of Infinity as of
December 14, 1998 are incorporated by reference to
Exhibit 3.2 to Infinity's Form 10-Q for the quarter
ended June 30, 1999
** 5.1 Opinion of Vernon J. Carpenter, Esquire, Tax
Counsel for Infinity, as to the qualification of
the CBS Employee Investment Fund, the Infinity
Broadcasting Corporation Employees' 401(k) Plan
and the Infinity Broadcasting Corporation Union
Employees' 401(k) Plan under Section 401 of the
Internal Revenue Code of 1986, as amended
* 5.2 Opinion of Vernon J. Carpenter, Esquire, Tax
Counsel for Infinity, as to the qualification of
the Outdoor Systems, Inc. 401(k) Plan under
Section 401 of the Internal Revenue Code of 1986,
as amended
** 23.1 Consent of Tax Counsel to Infinity -
contained in opinion filed as Exhibit 5.1
* 23.2 Consent of KPMG LLP
* 23.3 Consent of Tax Counsel to Infinity -
contained in opinion filed as Exhibit 5.2
** 24 Powers of Attorney
- ------------------
* Filed herewith
** Previously filed
ITEM 9. UNDERTAKINGS
Infinity hereby undertakes:
* to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement 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;
* 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 offer thereof;
* 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;
* that, for purposes of determining any liability under
the Securities Act of 1933, each filing of Infinity's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each
filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934,
that is incorporated by reference in this 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; and
* insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of Infinity
pursuant to the foregoing provisions, or otherwise, Infinity
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities, other than the
payment by Infinity of expenses incurred or paid by a
director, officer or controlling person of Infinity 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, Infinity
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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Infinity Broadcasting Corporation,
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 Post-Effective Amendment No. 1 to the
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 the 7th day of December, 1999.
INFINITY BROADCASTING CORPORATION
By: /s/ Angeline C. Straka
-----------------------------
Name: Angeline C. Straka
Title: Vice President and
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following
persons on the 7th day of December, 1999, in the capacities
indicated:
SIGNATURE TITLE
* Chairman, President, Chief Executive
Officer and Director
- ------------------------ (principal executive officer)
(Mel Karmazin)
* Executive Vice President,
Chief Financial Officer,
- ------------------------ Treasurer and Director
(Farid Suleman) principal financial
officer)
*
- ------------------------ Director
(George H. Conrades)
*
- ------------------------ Director
(Bruce S. Gordon)
*
- ------------------------ Director
(Richard R. Pivirotto)
*
- ------------------------ Director
(Jeffrey Sherman)
*
- ------------------------ Director
(Dr. Paula Stern)
*
- ------------------------ Director
(Robert D. Walter)
*By /s/ Angeline C. Straka
--------------------
Angeline C. Straka
ATTORNEY-IN-FACT
<PAGE>
INDEX OF EXHIBITS FILED WITH THIS POST-EFFECTIVE AMENDMENT
NO. 1
EXHIBIT
NO. DESCRIPTION
---- -----------
5.2 Opinion of Vernon J. Carpenter, Esquire, Tax Counsel
for Infinity, as to the qualification of the Outdoor
Systems, Inc. 401(k) Plan under Section 401 of the Internal
Revenue Code of 1986, as amended
23.2 Consent of KPMG LLP
23.3 Consent of Counsel to Infinity -
contained in opinion filed as Exhibit 5.1
Exhibit 5.2 and Exhibit 23.3
December 7, 1999
Infinity Broadcasting Corporation
40 West 57th Street
New York, NY 10019
Gentlemen:
Re: Outdoor Systems, Inc. 401(k) Plan
- ---------------------------------------
As tax counsel to Infinity Broadcasting Corporation, I
advise you as follows in connection with the above-
referenced Plan:
By the letter dated January 8, 1998, the Internal Revenue
Service determined that the Outdoor Systems, Inc. 401(k)
Plan met the qualification requirements of Section 401(a) of
the Internal Revenue Code of 1986, as amended.
I know that I am referred to in Item 5, Part II of the
Registration Statement on Form S-8 relating to Infinity
Class A Common Stock. I hereby consent to such use of my
name in such Registration Statement and to the use of this
opinion for filing as Exhibit 5.2 to such Registration
Statement.
Very truly yours,
/s/ Vernon J. Carpenter
- ------------------------
Vernon J. Carpenter
Tax Counsel for Infinity
Exhibit 23.2
[KPMG Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 27,
1999, appearing on page 20 of Infinity Broadcasting
Corporation's Form 10-K/A and page 40 of Infinity
Broadcasting Corporation's Form 10-K for the year ended
December 31, 1998, incorporated by reference in this
Registration Statement.
/s/ KPMG LLP
New York, New York
December 1, 1999
