As filed with the Securities and Exchange Commission on May 22, 2000
Registration Statement File 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
CROWN MEDIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-1524410
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
6430 S. FIDDLERS GREEN CIRCLE, ENGLEWOOD, COLORADO 80111
(Address of Principal Executive Offices) (Zip Code)
CROWN MEDIA HOLDINGS, INC. 2000 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
Judith C. Whittaker, Esq.
Secretary
Crown Media Holdings, Inc.
Department 339
2501 McGee
Kansas City, Missouri 64108
(816) 274-5583
(Name, Address and Telephone
Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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Class A Common
Stock, par value 10,000,000
$0.01 per share shares $14.00 $140,000,000 $36,960
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(1) Represents the maximum number of shares that may be issued under the
aforenamed employee benefit plan.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based on $14, the initial public offering price of the
registrant's Class A Common Stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
are not being filed with or included in this Registration Statement (by
incorporation or otherwise) in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission"). These documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:
(a) The Registrant's prospectus that was a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-95573), which
prospectus was filed on January 28, 2000, as amended through May
1, 2000, including the prospectus filed pursuant to Rule 424(b)
under the Securities Act.
(b) The Registrant's Registration Statement on Form 8-A, filed on
April 10, 2000.
(c) The description of the Registrant's Class A Common Stock
contained in the Registration Statement on Form 8-A referred to
in (b) above.
All documents subsequently filed by the Registrant pursuant to Section
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 to this
Registration Statement which indicates that all of the shares of common stock
offered 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 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 such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") provides as follows:
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 he 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 him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he 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 reasonable cause to believe that his conduct was unlawful.
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 he 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 him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 to 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 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 Court of Chancery or such other court
shall deem proper.
-3-
<PAGE>
As permitted by the DGCL, the Registrant has included in its certificate
of incorporation a provision to eliminate the personal liability of its
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to certain exceptions. In addition, the
Registrant's certificate of incorporation and bylaws provide that the Registrant
is required to indemnify its officers and directors under certain circumstances,
including those circumstances in which indemnification would otherwise be
discretionary, and the Registrant is required to advance expenses to its
officers and directors as incurred in connection with proceedings against them
for which they may be indemnified.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
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(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
(or the most recent post-effective amendment thereto); 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 the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall 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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<PAGE>
(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 on Form 10-K 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 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 provisions described in Item 6, 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 a
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by itself 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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, State of New York, on May 22, 2000.
CROWN MEDIA HOLDINGS, INC.
By:/s/ David J Evans
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Name: David J Evans
Title: President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Judith C. Whittaker, William J. Aliber and Charles Stanford, and each acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and on his behalf, and in any
capacities, to sign, execute and file this Registration Statement and any or all
amendments or supplements (including, without limitation, post-effective
amendments and any amendment or amendments or abbreviated registration statement
increasing the amount of securities for which registration is being sought) to
this Registration Statement, with all exhibits and any and all documents
required to be filed with respect thereto, with the Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on May 22, 2000.
Signature Title
/s/ Robert A. Halmi, Jr Chairman of the Board
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Robert A. Halmi, Jr
/s/ David J. Evans President, Chief Executive Officer and Director
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David J. Evans (Principal Executive Officer)
/s/ William J. Aliber Chief Financial Officer
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William J. Aliber (Principal Financial and Accounting Officer)
/s/ Irvine O. Hockaday, Jr. Director
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Irvine O. Hockaday, Jr.
/s/ Robert J. Druten Director
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Robert J. Druten
/s/ Wilford V. Bane, Jr. Director
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Wilford V. Bane, Jr.
/s/ Arnold L. Chavkin
- ---------------------------- Director
Arnold L. Chavkin
-6-
<PAGE>
/s/ Donald J. Hall, Jr. Director
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Donald J. Hall, Jr.
/s/ Peter A. Lund Director
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Peter A. Lund
/s/ John P. Mascotte Director
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John P. Mascotte
-7-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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4.1 --2000 Long Term Incentive Plan (incorporated by reference
to Exhibit 10.14 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333-95573)).
5 --Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 --Consent of Arthur Andersen LLP.
23.2 --Consent of Arthur Andersen LLP.
23.2 --Consent of Wachtell, Lipton, Rosen & Katz (included in
Exhibit 5).
24 --Powers of Attorney (included on signature page).
-8-
EXHIBIT 5
[Wachtell, Lipton, Rosen & Katz Letterhead]
May 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Crown Media Holdings, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel to Crown Media Holdings, Inc., a Delaware
corporation (the "Company") in connection with the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the "Registration
Statement") in connection with the registration of 10,000,000 shares of Class A
common stock, par value $0.01 per share (the "Shares"), of the Company under the
Securities Act of 1933, as amended, to be offered pursuant to the Crown Media
Holdings, Inc. 2000 Long Term Incentive Plan (the "Plan").
In connection with the delivery of this opinion, we have reviewed and
examined originals or copies of the Amended and Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company, the
Registration Statement, the Plan, certain resolutions adopted or to be adopted
by the Board of Directors, the form of stock certificate representing the Shares
and such other records, agreements, instruments, certificates and other
documents of public officials, the Company and its officers and representatives
and have made such inquiries of the Company and its officers and
representatives, as we have deemed necessary or appropriate in connection with
the opinions set forth herein. We are familiar with the proceedings heretofore
taken by the Company in connection with the authorization, registration,
issuance and sale of the Shares. With respect to certain factual matters
material to our opinion, we have relied upon representations from, or
certificates of, officers of the Company and assurances from public officials.
In making such examination and rendering the opinions set forth below, we have
assumed without verification the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the authenticity of the originals
of such documents submitted to us as certified copies, the conformity to
originals of all documents submitted to us as copies, the authenticity of the
originals of such later documents, and that all documents submitted to us as
certified copies are true and correct copies of such originals.
<PAGE>
Securities and Exchange Commission
May 22, 2000
Page 2
Based on such examination and review, and subject to the foregoing, we are
of the opinion that
(1) The Company is a corporation duly organized and validly existing under
the laws of the state of Delaware;
(2) The Plan, including the proposed delivery of up to 10,000,000 Shares
thereunder, have been duly authorized by appropriate corporate action
of the Company; and
(3) The Shares, upon issuance, when delivered pursuant to the provisions of
the Plans, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and we have not
considered, and we express no opinion as to, the laws of any jurisdiction other
than the federal laws of the United States of America, the State of New York and
the General Corporation Law of the State of Delaware.
We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
ESR/jc
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report (and to all references to our Firm), with respect to the
financial statements and schedule of Crown Media, Inc. and its subsidiaries,
included in Amendment No. 5 to the Registration Statement (Form S-1 No.
333-95573), in this Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
Denver, Colorado
May 22, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report (and to all references to our Firm), with respect to the
financial statements and schedule of Odyssey Holdings, L.L.C. and its
subsidiaries included in Amendment No. 5 to the Registration Statement (Form S-1
No. 333-95573), in this Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
Denver, Colorado
May 22, 2000
