<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL , 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SPELLING ENTERTAINMENT GROUP INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
FLORIDA 59-0862100
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
5700 WILSHIRE BOULEVARD 90036
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
NONE
(Individual Stock Option Agreements with employees of Republic Pictures
Corporation, each of which constitutes an employee benefit plan within
the meaning of Rule 405 under the Securities Act of 1933)
(full title of plan)
Thomas W. Hawkins
Vice President, General Counsel & Secretary
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(305) 832-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE (1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $0.10 par value 668,489 $3.635 to $7.875 $3,662,296 $1,263
<FN>
(1) Calculated in accordance with Rule 457(h) on the basis of the exercise
prices of the options as follows: 51,529 shares ($3.635); 7,155 shares
($3.938); 27,512 shares ($3.998); 49,684 shares ($4.089): 27,512 shares
($4.498); 1,375 shares ($5.301); 82,540 shares ($5.528); 88,863 shares
($5.604); 42,097 shares ($5.982); 239,364 shares ($6.058); 16,805 shares
($6.164); 16,718 shares ($6.579); 4,127 shares ($7.118) and 13,208 shares
($7.875).
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register 668,489
shares of Common Stock, par value $.10 per share (the "Common Stock"), of
Spelling Entertainment Group Inc. (the "Company"), for issuance upon the
exercise of options granted to employees of Republic Pictures Corporation in
connection with the merger of Republic Pictures Corporation and a wholly owned
subsidiary of the Company.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the information required by Part I of Form S-8
will be sent or given to employees, as specified in such Rule, in the form of a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
In accordance with the note which precedes the instructions to Part I of Form
S-8, the prospectus has not been filed with the Securities and Exchange
Commission either as part of this registration statement or as a prospectus or
prospectus supplement.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and Exchange
Commission by Spelling Entertainment Group Inc. (the "Company") under the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference: (1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 and (2) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A under Section 12 of the
Exchange Act, dated April 17, 1972.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities 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 all or a portion of which is
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 such 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. EXPERTS.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act empowers the
Company to indemnify, subject to the standards set forth therein, any person in
connection with any proceeding brought by reason of the fact that he is or was a
director, officer, employee or agent of the Company (or served at the request of
the Company in certain similar capacities with other entities). Article XI of
the Company's Bylaws provide for the indemnification by the Company of each
director, officer, employee or agent of the Company to the full extent permitted
by Florida Law.
The Company has entered into indemnification agreements with its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
----------------------------------------------------------------------
<S> <C>
3(i) Articles of Incorporation of the Registrant, as amended (incorporated
by reference to Exhibit 3(i) to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993).
Bylaws of the Registrant, as amended (incorporated by reference to
3(ii) Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993).
5 Opinion of legal counsel (including consent).
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Ernst & Young.
23.3 Consent of legal counsel (included in Exhibit 5).
99 Form of Stock Option Agreement.
</TABLE>
II-1
<PAGE>
ITEM 9. UNDERTAKINGS.
The 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 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1) (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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
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.
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 (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.
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 Securities and Exchange 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.
II-2
<PAGE>
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, State of California, on
April 26, 1994.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ STEVEN R. BERRARD
--------------------------------------
Steven R. Berrard
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- -----------------
<C> <S> <C>
/s/ H. WAYNE HUIZENGA
------------------------------------------- Chairman of the Board April 26, 1994
H. Wayne Huizenga of Directors
/s/ AARON SPELLING
------------------------------------------- Vice Chairman of the Board April 26, 1994
Aaron Spelling of Directors
/s/ STEVEN R. BERRARD President, Chief Executive
------------------------------------------- Officer and Director April 26, 1994
Steven R. Berrard (Principal Executive Officer)
Senior Vice President,
/s/ THOMAS P. CARSON Treasurer and Chief
------------------------------------------- Financial Officer April 26, 1994
Thomas P. Carson (Principal Financial Officer)
/s/ KATHLEEN COUGHLAN Vice President and
------------------------------------------- Corporate Controller April 26, 1994
Kathleen Coughlan (Principal Accounting Officer)
/s/ JOHN T. LAWRENCE
------------------------------------------- Director April 26, 1994
John T. Lawrence
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- -----------------
<C> <S> <C>
/s/ S. CRAIG LINDNER
------------------------------------------- Director April 26, 1994
S. Craig Lindner
/s/ ALFRED W. MARTINELLI
------------------------------------------- Director April 26, 1994
Alfred W. Martinelli
/s/ JOHN L. MUETHING
------------------------------------------- Director April 26, 1994
John L. Muething
</TABLE>
II-4
<PAGE>
SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER AND DESCRIPTION OF EXHIBIT
-------------------------------------------------------------------------------------------
<S> <C> <C>
3(i) Articles of Incorporation of the Registrant, as amended (incorporated by reference to
Exhibit 3(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).........................................................................
3(ii) Bylaws of the Registrant, as amended (incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993).........................................................................
5 Opinion of legal counsel (including consent)...............................................
23.1 Consent of Arthur Andersen & Co............................................................
23.2 Consent of Ernst & Young...................................................................
23.3 Consent of legal counsel (included in Exhibit 5)...........................................
99 Form of Stock Option Agreement.............................................................
</TABLE>
<PAGE>
EXHIBIT 5
[ECKERT SEAMANS CHERIN & MELLOTT]
APRIL 25, 1994
The Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Blvd.
Los Angeles, CA 90036
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Spelling Entertainment Group Inc. (the
"Company") in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement"), filed under the Securities Act of 1933,
as amended (the "Act"), for the purpose of registering 668,489 shares (the
"Shares") of common stock, $.10 par value, of the Company. We have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such corporate and other records, instruments, certificates and other documents
as we have deemed necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Shares, when issued,
will constitute legally issued, fully paid and non-assessable shares of common
stock, $.10 par value, of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Act.
Very truly yours,
ECKERT SEAMANS CHERIN & MELLOTT
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 1, 1994
included in Spelling Entertainment Group Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1993.
ARTHUR ANDERSEN & CO.
Los Angeles, California
April 25, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Spelling Entertainment Group Inc. for the registration of 668,489
shares of its common stock pertaining to Individual Stock Option Agreements with
employees of Republic Pictures Corporation, of our report dated March 19, 1993,
with respect to the consolidated financial statements and schedules of Spelling
Entertainment Group Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Cincinnati, Ohio
April 25, 1994
<PAGE>
EXHIBIT 99
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (this "Agreement") dated as of April 26, 1994,
implements the conversion of options to purchase (each a "Republic Option")
shares of common stock, $0.01 par value per share, of Republic Pictures
Corporation ("Republic") held by ("Optionee") into options to
purchase shares of common stock, $0.10 par value per share (the "Common Stock")
of Spelling Entertainment Group Inc. (the "Company") pursuant to that certain
Agreement and Plan of Merger, dated as of December 8, 1993, by and among the
Company, Republic and DE Acquisition Corporation.
The Company and Optionee agree as follows:
1. CONVERSION OF OPTIONS AND EXERCISE PRICE. Optionee's Republic
Options have been converted into, and the Company hereby grants to Optionee,
the Spelling Options set forth on Annex A to this Agreement (each a
"Spelling Option") at the exercise price per share set forth on Annex A.
Optionee's Republic Options are hereby terminated and no longer represent
the right to purchase shares of the common stock of Republic.
2. EXERCISE OF OPTIONS.
(a) The Spelling Options are fully vested and may be exercised in
whole or part, before the expiration date set forth on Annex A (the
"Expiration Date").
(b) Optionee may exercise the Spelling Options by delivering or
mailing to the Company, Attention: Corporate Secretary, a notice of
exercise, in the form attached hereto as Annex B, specifying therein the
number of shares of Common Stock he has elected to purchase, accompanied
by (i) payment by a certified or cashier's check, or other form of
payment acceptable to the Company in its sole discretion, payable to the
order of the Company for the purchase price per share multiplied by the
number of shares to be purchased and (ii) if required, the letter
described in Paragraph 7. No partial exercise of a Spelling Option may be
for less than One Hundred (100) shares and, in no event, shall the
Company be required to issue fractional shares.
3. TERMINATION. The unexercised portion of the Spelling Options shall
automatically and without notice terminate and become null and void at the
time of the earliest to occur of the following:
(a) The Expiration Date;
(b) The expiration of thirty (30) days from the date of termination
of Optionee's employment with the Company or its subsidiary corporations
(other than a termination described in subparagraphs (d) and (e) below or
on account of death); provided that if Optionee shall die during such
thirty (30) day period, the provisions of subparagraph (c) below shall
apply;
(c) The expiration of one (1) year following the date of Optionee's
death, if such death occurs during Optionee's employment with the Company
or its subsidiary corporations;
(d) The expiration of one (1) year from the date of termination of
Optionee's employment with the Company or its subsidiary corporations if
such termination is attributable to a disability of Optionee within the
meaning of Section 22(e)(3) of the Internal Revenue Code. The Board of
Directors of the Company (the "Board") shall have the right to determine
whether Optionee's termination is attributable to a disability of
Optionee within the meaning of Section 22(e)(3) of the Internal Revenue
Code, such determination of the Board to be final and conclusive; and
(e) The termination of Optionee's employment with the Company or its
subsidiary corporations if such termination constitutes or is
attributable to a breach by Optionee of his
<PAGE>
employment agreement with the Company, if any, or if Optionee is
discharged for cause. The Board shall have the right to determine whether
Optionee has been discharged for cause and the date of such discharge;
such determination of the Board to be final and conclusive.
Nothing contained herein shall confer upon Optionee any right to continue in
the employ of the Company or its subsidiary corporations, nor limit in any way
the right of the Company or its subsidiary corporations to terminate his
employment at any time.
4. COVENANTS OF THE COMPANY. The Company represents, warrants,
covenants and agrees as follows:
(a) The Company has the full corporate power and authority to enter
into this Agreement and to issue the Spelling Options. The execution and
delivery of this Agreement and the issuance of the Spelling Options have
been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the
Company and is the valid and binding obligation of the Company,
enforceable against the Company in accordance with the terms hereof. The
shares of Common Stock issuable upon exercise of the Spelling Options,
when issued in accordance with the terms of this Agreement, will
constitute duly authorized and issued, fully paid and nonassessable
shares of Common Stock. Such shares have been duly reserved for issuance
upon exercise of the Spelling Options.
(b) The Company will at all times until the Expiration Date reserve
and keep available, free from preemptive rights (other than preemptive
rights in favor of the Company), out of its authorized but unissued
capital stock (or capital stock held in treasury), a number of shares of
Common Stock equal to the total number of shares of Common Stock issuable
upon exercise of the Spelling Options.
5. NON-ASSIGNABILITY. The Spelling Options and the rights and
privileges granted hereby shall not be transferred other than by will or by
the laws of descent and distribution. Upon any attempt to transfer a
Spelling Option other than by will or by the laws of descent and
distribution contrary to the provisions hereof, the Spelling Option and said
rights and privileges shall immediately become null and void.
6. ADJUSTMENTS. In the event that the shares of Common Stock subject
to the Spelling Options shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of
another corporation (whether by reason or merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or
otherwise) or if the number of such shares of Common Stock shall be
increased through the payment of a stock dividend, then there shall be
substituted for or added to each share of stock of the Company theretofore
appropriated or thereafter subject to the Spelling Options the number and
kind of shares of stock or other securities into which each outstanding
share of stock of the Company shall be so changed, or for which each such
share shall be exchanged, or to which each such share shall be entitled, as
the case may be. The Spelling Options shall also be appropriately amended as
to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind
of the outstanding shares of stock of the Company subject to the Spelling
Options, or of any stock or other securities into which such stock shall
have been changed, or for which it shall have been exchanged, then if the
Board, in its sole discretion, determines that such change equitably
requires an adjustment in the Spelling Options, such adjustments shall be
made in accordance with such determination.
Fractional shares resulting from any adjustment in the Spelling Options
pursuant to this Paragraph 6 shall be eliminated. Notice of any adjustment shall
be given by the Company to Optionee, such adjustment (whether or not such notice
is given) to be final and conclusive for all purposes hereof.
The Board shall have the power, in the event of any merger or consolidation
of the Company with or into any other corporation, or the merger or
consolidation of any other corporation into the Company, to amend the Spelling
Options to terminate the Spelling Options as of the effectiveness of the merger
or consolidation. If the Board shall exercise such power, the Spelling Options
shall be deemed to terminate upon such effectiveness.
<PAGE>
7. SECURITIES LAW. The Spelling Options and the shares of Common Stock
subject to this Agreement have not been qualified under the California
Corporate Securities Law of 1968. Optionee represents that he is acquiring
the Spelling Options for his own account and not with a view to or for sale
in connection with any distribution thereof. If the shares of Common Stock
subject to the Spelling Options are not registered under the Securities Act
of 1933, as amended (the "Act"), Optionee agrees that he will take any
shares of Common Stock acquired pursuant to the exercise hereof in good
faith for purposes of investment and without a view to any distribution
thereof in violation of the Act and the rules and regulations promulgated
thereunder. Optionee understands that the Company will be relying upon the
truth and accuracy of this representation in issuing the Common Stock
without first registering the issuance thereof under the Act. Optionee
acknowledges that he is aware that if the Common Stock issuable upon
exercise hereof is not registered under the Act, that such Common Stock will
not be freely tradeable and must be held by him indefinitely or until such
time, if any, as herein provided and until such Common Stock is either
registered under the Act or transfers may be made pursuant to an exemption
from such registration as is accorded by the Act or the rules and
regulations promulgated thereunder. In this regard, Optionee acknowledges
that he is also aware that, if the exemption under Rule 144 of the rules and
regulations promulgated under the Act remains applicable to the Common
Stock, shares of the Common Stock may be sold pursuant to said Rule only (i)
following the filing of reports by the Company under the Securities Exchange
Act of 1934, (ii) after a minimum holding period of two (2) years (as
computed in accordance with said Rule), and (iii) thereafter, only in
limited amounts in the manner prescribed in said Rule.
Optionee agrees that, at the time of any exercise hereunder, if the shares
of Common Stock being issued are not registered under the Act, he will provide
the Company with a letter embodying the aforementioned expressions of
understanding and intent and agrees that any shares issued to him following the
exercise of any Spelling Option arising hereunder may bear such restrictive
legend as the Company may deem necessary to reflect the status of such shares
under the Act. Before consenting to the removal and such legend and the transfer
of any such shares, the Company may insist upon the delivery to it of an opinion
from counsel, satisfactory to it, that the contemplated transfer does not
constitute a violation of the Act.
8. RIGHTS AS A SHAREHOLDER. Neither Optionee nor any other person
legally entitled to exercise the Spelling Options shall be entitled to any
of the rights or privileges of a shareholder of the Company in respect to
any shares issuable upon any exercise of the Spelling Options unless and
until a certificate or certificates representing such shares shall have been
actually issued and delivered to him.
9. NOTICES. Whenever under this Agreement notice is required to be
given in writing, it shall be deemed to have been duly given if delivered,
or mailed by registered or certified mail, prepaid, to the Company at the
address set forth below or to Optionee at the address set forth on the last
page hereof (or to such other address as either party shall have indicated
to the other party by notice in accordance with this Paragraph):
Company: Spelling Entertainment Group Inc.
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
Attention: Corporate Secretary
10. BENEFIT. Except as otherwise specifically provided herein, this
Agreement shall be binding upon and shall operate for the benefit of the
Company, its successors and assigns, and Optionee and the legal
representative of his estate or the person or persons who shall acquire the
right to exercise the Spelling Options by bequest or inhertitance or by
reason of the death of Optionee.
11. GOVERNING LAW. This Agreement and any rights and obligations
arising hereunder shall be construed in accordance with the laws of the
State of California.
<PAGE>
12. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties hereto regarding options on the Company's Common Stock
and supersedes Optionee's Republic Options and any and all previously
written or oral agreements or discussions between the parties and any other
person or legal entity concerning the transactions contemplated herein.
13. CONSTRUCTION. The headings of the Paragraphs are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. If any of the provisions of this Agreement shall be
unlawful, void or for any reason unenforceable, they shall be deemed
separable from, and shall in no way affect the validity or enforceability
of, the remaining provisions of this Agreement.
14. INTERPRETATION. In interpreting any provision of this Agreement,
the masculine shall include the feminine and neuter, and vice versa and the
singular shall include the plural, and vice versa.
IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement
the day and year first above written.
<TABLE>
<S> <C>
OPTIONEE SPELLING ENTERTAINMENT GROUP INC.
- -------------------------------------------- By: ----------------------------------------
Address for Notice to Optionee:
- --------------------------------------------
- --------------------------------------------
- --------------------------------------------
</TABLE>
<PAGE>
ANNEX A
Name of Optionee: ________________________________________________
SPELLING OPTIONS
<TABLE>
<CAPTION>
EXERCISE
PRICE
NUMBER OF SHARES PER SHARE EXPIRATION DATE
- ------------------------ ------------- -----------------------
<S> <C> <C>
</TABLE>
<PAGE>
ANNEX B
NOTICE OF EXERCISE
TO: Spelling Entertainment Group Inc.
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
Attention: Thomas W. Hawkins
The undersigned, Optionee under the attached Stock Option Agreement, hereby
(i) irrevocably exercises his right to purchase shares of the Common Stock
of Spelling Entertainment Group Inc. represented by said Stock Option Agreement,
(ii) makes payment in cash/by certified or cashier's check, or other form of
payment acceptable to the Company in its sole discretion, in the amount of
$ for payment of the purchase price for such shares and (iii) requests
that a stock certificate for such shares be issued in the name of and delivered
to the undersigned.
Dated: ---------------------------------------------
- ------------------------, 1994
