<PAGE>
As filed with the Securities and Exchange Commission on February 17, 2000.
Registration No. 333- _____________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
BLOCKBUSTER INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1655102
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1201 Elm Street
Dallas, Texas 75270
(Address of Principal Executive Offices) (Zip Code)
______________
Blockbuster Inc. 1999 Long-Term Management Incentive Plan
(Full title of the plan)
Edward B. Stead
Executive Vice President, General Counsel and Secretary
Blockbuster Inc.
1201 Elm Street
Dallas, Texas 75270
(214) 854-3000
(Name, address and telephone number, including area code, of agent for
service)
___________________________
Copies to:
Michael D. Fricklas
Senior Vice President,
General Counsel and Secretary
Viacom Inc.
1515 Broadway
New York, New York 10036
(212) 258-6000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of registration
to be registered registered (1) per share (2) price (2) fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $.01 par 11,438,078 $15.00 $171,571,170 $45,295
value per share 78,690 13.56 1,067,036 282
12,510 14.88 186,149 50
13,470,722 11.79 158,819,812 41,928
---------- ------------ ----------
25,000,000 331,644,167 87,555
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also relates to an
indeterminate number of additional shares of Class A Common Stock that may
be issued pursuant to the anti-dilution provisions contained in the plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h), as follows: (i) with respect to shares
of Class A Common Stock that may be purchased upon exercise of outstanding
stock options, the fee is calculated on the basis of the price at which the
options may be exercised; and (ii) with respect to the remaining shares of
Class A Common Stock issuable pursuant to the plan, the fee is calculated
on the basis of the average of the high and low prices reported on the New
York Stock Exchange Composite Tape on February 11, 2000.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Blockbuster Inc. (the "Company"), are
incorporated herein by reference and made a part hereof:
(i) The Company's prospectus dated August 10, 1999, and filed with the
Commission on August 11, 1999, pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act");
(ii) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1999;
(iii) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1999; and
(iv) The description of the Company's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A (No. 001-15153),
filed with the Commission on July 13, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered hereunder have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein 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 herein by reference 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 subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
prior statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement, except as indicated herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Class A Common Stock offered hereby have been passed upon by Edward B. Stead,
Executive Vice President, General
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Counsel and Secretary of the Company. Mr. Stead holds shares of the Company's
Class A Common Stock and also holds stock options granted under the Plan.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145 of the Delaware General
Corporation Law (the "DGCL") generally provides that a corporation may indemnify
its directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings brought by a third party, whether civil, criminal,
administrative or investigative; provided that such persons 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.
Section 145 of the DGCL also permits indemnification against expenses (including
attorneys' fees) in connection with actions brought by or in right of a
corporation to procure a judgment in its favor if the standards of conduct
required for third party actions are met, and either (1) such person has not
been adjudged to be liable to the corporation, or (2) the Delaware Court of
Chancery or other court in which the action or suit is brought determines that
such person is fairly and reasonably entitled to be indemnified. The
indemnification permitted under the DGCL is not exclusive, and a corporation is
empowered to purchase and maintain insurance against liabilities whether or not
indemnification would be permitted by the statute.
As permitted by Section 102(b) of the DGCL, the Company's Amended and
Restated Certificate of Incorporation provides that, to the fullest extent
currently permitted by the laws of the State of Delaware, as the same may be
amended from time to time, a director of the Company shall not be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director.
The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for indemnification of its directors and officers to the fullest extent
currently permitted by the DGCL. In addition, the Company maintains liability
insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 - Amended and Restated Certificate of Incorporation of Blockbuster
Inc. (1)
4.2 - Bylaws of Blockbuster Inc. (1)
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4.3 - Specimen Class A Common Stock Certificate of Blockbuster Inc. (2)
5.1 - Opinion of Edward B. Stead, Esq. (3)
23.1 - Consent of PricewaterhouseCoopers LLP. (3)
23.2 - Consent of Edward B. Stead, Esq. (included in his opinion filed
as Exhibit 5.1 to this Registration Statement). (3)
24.1 - Power of Attorney (appearing on page II- 6 of this Registration
Statement). (3)
99.1 - Blockbuster Inc. 1999 Long-Term Management Incentive Plan. (1)
____________________
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (333-77899) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1999, and incorporated
herein by reference.
(3) Filed herewith.
Item 9. 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 this 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) 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.
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(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 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 question whether such indemnification by it is against public
policy as expressed in the Securities 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, as amended, 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 Dallas, State of Texas, on the 17th day of
February 2000.
BLOCKBUSTER INC.
/s/ JOHN F. ANTIOCO
By: __________________________________________
John F. Antioco
Chairman of the Board, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of John F. Antioco, Larry J. Zine,
and Edward B. Stead and each of them severally his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and exhibits to
this registration statement and any and all instruments and other documents
required to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform each and every act and thing requisite and necessary or
desirable to be done, hereby ratifying and confirming all that any of said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ JOHN F. ANTIOCO Chairman of the Board, President February 17, 2000
- ---------------------- and Chief Executive Officer
John F. Antioco (Principal Executive Officer)
/s/ LARRY J. ZINE Executive Vice President and Chief February 17, 2000
- ---------------------- Financial Officer
Larry J. Zine (Principal Financial and
Accounting Officer)
/s/ PHILIPPE P. DAUMAN
- ---------------------- Director February 17, 2000
Philippe P. Dauman
/s/ THOMAS E. DOOLEY
- ---------------------- Director February 17, 2000
Thomas E. Dooley
/s/ LINDA GRIEGO
- ---------------------- Director February 17, 2000
Linda Griego
/s/ JOHN L. MUETHING
- ---------------------- Director February 17, 2000
John L. Muething
/s/ SUMNER M. REDSTONE
- ---------------------- Director February 17, 2000
Sumner M. Redstone
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INDEX TO EXHIBITS
Description of Exhibit
----------------------
4.1 Amended and Restated Certificate of Incorporation of Blockbuster Inc. (1)
4.2 Bylaws of Blockbuster Inc. (1)
4.3 Specimen Class A Common Stock Certificate of Blockbuster Inc. (2)
5.1 Opinion of Edward B. Stead, Esq. (3)
23.1 Consent of PricewaterhouseCoopers LLP. (3)
23.2 Consent of Edward B. Stead, Esq. (included in his opinion filed as
Exhibit 5.1 to this Registration Statement). (3)
24.1 Power of Attorney (appearing on page II-6 of this Registration
Statement). (3)
99.1 Blockbuster Inc. 1999 Long-Term Management Incentive Plan. (1)
___________________________
(1) Previously filed as an exhibit to the Company's Registration Statement on
Form S-1 (333-77899) and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1999, and incorporated
herein by reference.
(3) Filed herewith.
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[Blockbuster Letterhead]
February 17, 2000
Blockbuster Inc.
1201 Elm Street
Dallas, Texas 75270
Dear Sirs:
I am the Executive Vice President, General Counsel and Secretary of
Blockbuster Inc., a Delaware corporation (the "Company"). This opinion is being
delivered in connection with the Company's registration statement on Form S-8
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
with respect to 25,000,000 shares of the Company's Class A Common Stock, par
value $0.01 per share (the "Shares"), issuable pursuant to the Company's 1999
Long-Term Management Incentive Plan (the "Plan").
In reaching the conclusions expressed in this opinion, I have examined and
relied upon the original or certified copies of such documents, records and
matters of law as I have deemed necessary to the opinions expressed herein,
including the Restated Certificate of Incorporation and Bylaws of the Company, a
copy of the Plan and relevant resolutions of the Company's Board of Directors.
In making the foregoing examinations, I have assumed the genuiness of all
signatures on original documents, the authenticity of all documents submitted to
me as originals and the conformity to original documents of all copies submitted
to me.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the General Corporation Law of the State
of Delaware and the federal laws of the United States of America, in each case
as in effect on the date hereof, it is my opinion that the Shares are duly
authorized and, when issued and paid for in full in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
I am not admitted to the practice of law in the State of Delaware.
Accordingly, any opinion herein as to the laws of the State of Delaware is based
solely upon the latest generally available compilation of the statutes and case
law of such state.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to me in Item 5 of the Registration
Statement. In giving this consent, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ EDWARD B. STEAD
Edward B. Stead
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 4, 1999, except as to the fourth
paragraph of Note 1 which is as of August 3, 1999, relating to the consolidated
financial statements of Blockbuster Inc., which appears in Blockbuster Inc.'s
Registration Statement on Form S-1 (No. 333-77899).
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 17, 2000
