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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WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2693383
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1241 EAST MAIN STREET
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices) (Zip Code)
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC., 1999 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
EDWARD L. KAUFMAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
1241 EAST MAIN STREET
STAMFORD, CONNECTICUT 06902
(Name and address of agent for service)
(203) 352-8600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE(1) OFFERING PRICE
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Class A Common 10,000,050 20.88 $208,801,044 $55,123.48
Stock, par value
$.01 per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Class A Common Stock reported on
the NASDAQ National Market System on November 29, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference into
this Registration Statement: (i) the prospectus filed with the Commission as
part of the Registration Statement on Form S-1, originally filed on August
3, 1999, as amended on September 10, 1999, September 22, 1999, October 13,
1999 and October 15, 1999 (File No. 333-84327) (the "Form S-1"); and (ii)
the description of the Registrant's Class A Common Stock contained in the
Form S-1.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed
to be a part of this Registration Statement from the date of filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the World
Wrestling Federation Entertainment, Inc. 1999 Long-Term Incentive Plan
meeting the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") permits a corporation, in its certificate of incorporation, to
limit or eliminate the liability of directors to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty, except for
liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c)
for the unlawful payment of a dividend or an unlawful stock purchase or
redemption under Section 174 of the DGCL, or (d) for any transaction from
which the director derived an improper personal benefit. The Registrant's
amended and restated certificate of incorporation will contain the following
provision regarding the elimination of liability for its directors:
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by Section 102(b)(7) of
the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented. Without limiting the generality of
the foregoing, no director shall be personally liable to the
Corporation or any of 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) pursuant to Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under
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certain circumstances, subject to certain limitations, against specified
costs and expenses actually and reasonably incurred in connection with an
action, suit or proceeding, whether civil, criminal, administrative or
investigative. The Registrant's amended and restated certificate of
incorporation will contain a provision that the Registrant indemnify any
person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he, or
a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
non-profit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably incurred by
such person. Article VI of the Registrant's amended and restated by-laws
will contain similar provisions and will permit the Registrant to maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Registrant, or is or was serving at the request
of the Registrant as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him or on his behalf in any such
capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability
under the provisions of the Registrant's by-laws. The underwriting agreement
filed as an exhibit to the Registrant's Registration Statement on Form S-1,
originally filed on August 3, 1999, as amended on September 10, 1999,
September 22, 1999, October 13, 1999 and October 15, 1999 (File No.
333-84327), contains provisions pursuant to which each underwriter severally
agrees to indemnify the Registrant, any person controlling the registrant
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, each director of the Registrant, and each officer of the
Registrant who signs such Registration Statement with respect to information
relating to such underwriter furnished in writing by or on behalf of such
underwriter expressly for use in such Registration Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, originally
filed on August 3, 1999, as amended on September 10, 1999,
September 22, 1999, October 13, 1999 and October 15, 1999
(File No.
333-84327)).
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1, originally filed on August 3, 1999, as
amended on September 10, 1999, September 22, 1999, October 13,
1999 and October 15, 1999 (File No. 333-84327)).
5.1 Opinion of Kirkpatrick & Lockhart LLP.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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 the Registration
Statement;
(iii) 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;
(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.
(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 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.
* * *
(h) 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, 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 Stanford, State of Connecticut, on December 3,
1999.
WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
By: /s/ Vincent K. McMahon
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Vincent K. McMahon
Chairman of the Board of Directors
We, the undersigned directors and officers of World Wrestling Federation
Entertainment, Inc., do hereby constitute and appoint Edward L. Kaufman and
Frank G. Serpe, or either of them, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments
for us and in our names in the capacities indicated below, which said
attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act and any rules,
regulations and requirements of the Commission, in connection with this
Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said
attorneys and agents, or either of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Vincent K. McMahon Chairman of the Board of December 3, 1999
-------------------------- Directors
Vincent K. McMahon
/s/ Linda E. McMahon President and Chief Executive December 3, 1999
-------------------------- Officer (Principal Executive
Linda E. McMahon Officer) and a Director
/s/ August J. Liguori Executive Vice President and December 3, 1999
-------------------------- Chief Financial Officer
August J. Liguori (Principal Financial Officer)
and a Director
/s/ Frank G. Serpe Senior Vice President-Finance December 3, 1999
-------------------------- and Chief Accounting Officer
Frank G. Serpe (Principal Accounting Officer)
/s/ Lowell P. Weicker, Jr. Director November 29, 1999
--------------------------
Lowell P. Weicker, Jr.
/s/ David Kenin Director November 29, 1999
--------------------------
David Kenin
/s/ Joseph Perkins Director November 29, 1999
--------------------------
Joseph Perkins
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, originally
filed on August 3, 1999, as amended on September 10, 1999,
September 22, 1999, October 13, 1999 and October 15, 1999 (File
No. 333-84327)).
4.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1, originally filed on August 3, 1999, as
amended on September 10, 1999, September 22, 1999, October 13,
1999 and October 15, 1999 (File No. 333-84327)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of
the shares being registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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Exhibit 5.1
December 3, 1999
World Wrestling Federation Entertainment, Inc.
1241 E Main Street
Stamford, CT 06902
Ladies and Gentlemen:
We are counsel to World Wrestling Federation Entertainment, Inc. (the
"Company") and we have acted as counsel for the Company in connection with the
preparation of the Registration Statement on Form S-8 to be filed by the Company
with the Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended, of 10,000,050 shares of the Company's Class
A Common Stock, par value $.01 per share (the "Shares"), which are to be issued
from time to time to certain key employees, directors, consultants and
performers of the Company and its subsidiaries in connection with the World
Wrestling Federation Entertainment, Inc. 1999 Long-Term Incentive Plan (the
"Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
World Wrestling Federation Entertainment, Inc. (the "Company") on Form S-8 of
our report dated July 16, 1999 (October 1, 1999 as to Note 9 and October 15,
1999 as to Note 10), appearing in the Company's Registration Statement No.
333-84327 on Form S-1, filed on October 15, 1999, as amended.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
November 30, 1999
