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As filed with the Securities and Exchange Commission on June 12, 2000
Registration No. 333-
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Elm Street
Dallas, Texas 75270
(Address of principal executive offices, including zip code)
____________________
BLOCKBUSTER INVESTMENT 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 of agent for service)
copy to:
Christine A. Hathaway
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201-2975
(214) 220-7700
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered (1) registered (2) price per share (3) offering price (3) registration fee
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<S> <C> <C> <C> <C>
Class A Common Stock, $0.01 par
value per share................. 1,000,000 shares $9.75 $9,750,000 $2,574
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Blockbuster Investment Plan.
(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this Registration
Statement changes, the provisions of Rule 416 shall apply to this
Registration Statement, and this Registration Statement shall be deemed to
cover the additional securities resulting from the split of, or dividend
on, the securities covered by this Registration Statement.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of 1933
and based upon the average of the high and low prices reported on the New
York Stock Exchange Composite Tape on June 7, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Blockbuster Inc. (the "Registrant") will send or give to all participants
in the Blockbuster Investment Plan (the "Plan") the document(s) containing
information specified by Part I of this Form S-8 Registration Statement (the
"Registration Statement") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (the "1933 Act"). The Registrant has not filed such document(s) with
the Commission, but such documents (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof)
shall constitute a prospectus that meets the requirements of Section 10(a) of
the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration
Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 24, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, filed with the Commission on May 15,
2000; and
(c) The description of the Registrant's Class A Common Stock, $0.01 par
value per share, contained in the Registrant's Registration Statement
on Form 8-A (No. 001-15153) filed with the Commission on July 13,
1999, including any amendments or reports filed for the purposes of
updating such description.
All documents subsequently filed by the Registrant 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 have been sold or that deregisters all
securities then remaining unsold shall also 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 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, or
is deemed to be, incorporated by reference herein modifies or supersedes such
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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant 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
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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 Registrant'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 Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director.
The Registrant'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 Registrant 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, including those incorporated herein by reference.
4.1 - Amended and Restated Certificate of Incorporation of
Blockbuster Inc. (1)
4.2 - Bylaws of Blockbuster Inc. (3)
4.3 - Specimen Class A Common Stock Certificate of Blockbuster Inc. (2)
5.1 - The Registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.
23.1 - Consent of PricewaterhouseCoopers LLP. (4)
24.1 - Powers of Attorney (included in the signature page hereto). (4)
99.1 - Blockbuster Investment Plan. (4)
__________________
(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) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, and incorporated herein by
reference.
(4) 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 1933 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 hereof) which, individually or
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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 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.
(2) That, for the purpose of determining any liability under the 1933
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.
(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 1933 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 1933 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 1933 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 1933 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 Dallas, State of Texas, on the 12th day of June,
2000.
BLOCKBUSTER INC.
By: /s/ John F. Antioco
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John F. Antioco
Chairman of the Board, President and
Chief Executive Officer
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 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, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ John F. Antioco
--------------------------- Chairman of the Board, President and June 12, 2000
John F. Antioco Chief Executive Officer (Principal
Executive Officer)
/s/ Larry J. Zine
--------------------------- Executive Vice President and Chief June 12, 2000
Larry J. Zine Financial Officer (Principal
Financial and Accounting Officer)
/s/ Philippe P. Dauman
--------------------------- Director June 12, 2000
Philippe P. Dauman
/s/ Thomas E. Dooley
--------------------------- Director June 12, 2000
Thomas E. Dooley
/s/ Linda Griego
--------------------------- Director June 12, 2000
Linda Griego
/s/ John L. Muething
--------------------------- Director June 12, 2000
John L. Muething
/s/ Sumner M. Redstone
--------------------------- Director June 12, 2000
Sumner M. Redstone
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) have
duly caused this registration statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 12th day of June, 2000.
BLOCKBUSTER INVESTMENT PLAN
By: /s/ WILLIAM A. ROSKIN
----------------------------------
Name: William A. Roskin
Title: Senior Vice President,
Human Resources and Administration
Viacom Inc.
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INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 - Amended and Restated Certificate of Incorporation of Blockbuster
Inc. (1)
4.2 - Bylaws of Blockbuster Inc. (3)
4.3 - Specimen Class A Common Stock Certificate of Blockbuster Inc. (2)
5.1 - The Registrant will submit or has submitted the Plan and any
amendment thereto to the IRS in a timely manner and has made or
will make all changes required by the IRS in order to qualify the
Plan.
23.1 - Consent of PricewaterhouseCoopers LLP. (4)
24.1 - Powers of Attorney (included in the signature page hereto). (4)
99.1 - Blockbuster Investment Plan. (4)
___________________
(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) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, and incorporated herein by
reference.
(4) Filed herewith.
