<PAGE> 1
As filed with the Securities and Exchange Commission on August 31, 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)
Florida 59-0862100
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
5700 Wilshire Boulevard
Los Angeles, California 90036
(Address of principal executive offices) (Zip Code)
NONE
(Individual Agreements with employees of Virgin Interactive Entertainment
plc., 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 Amount of
be registered registered per share (1) offering price (1) registration fee (1)
<S> <C> <C> <C> <C>
Common Stock
$0.10 par value 1,268,341 $ 5.83 to $ 9.4375 $ 11,256,395 $ 3,882
</TABLE>
(1) With respect to 1,028,121 shares, calculated in accordance with Rule
457(c) on the basis of the average high and low sales prices of the
Company's Common Stock on August 29, 1994, as reported by the New York
Stock Exchange. With respect to 240,220 shares, calculated in accordance
with Rule 457(h) on the basis of the exercise prices of options as
follows: 168,154 shares ($6.74) and 72,066 shares ($5.83).
================================================================================
<PAGE> 2
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register 1,268,341
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 and other rights granted to employees of Virgin Interactive
Entertainment plc. ("VIE") in connection with the Company's acquisition of a
majority of the outstanding ordinary shares of VIE.
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.
<PAGE> 3
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; (2) the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994 and June 30, 1994; (3) the Company's Current
Reports on Form 8-K dated April 26, 1994, June 28, 1994, July 30, 1994 and
August 23, 1994; and (4) 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.
II-1
<PAGE> 4
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.
Number and Description of Exhibit
3(i)(a) 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(i)(b) Articles of Amendment to Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(i)(b) to the Registrant's
Registration Statement No. 33-53951 on Form S-8).
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 LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of legal counsel (included in Exhibit 5).
II-2
<PAGE> 5
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 (1)(i) and (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
II-3
<PAGE> 6
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-4
<PAGE> 7
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 August 31, 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.
Signature Title Date
--------- ----- ----
/s/ H. WAYNE HUIZENGA Chairman of the Board August 31, 1994
- --------------------- of Directors
H. Wayne Huizenga
/s/ AARON SPELLING Vice Chairman of the Board August 31, 1994
- ------------------ of Directors
Aaron Spelling
/s/ STEVEN R. BERRARD President, Chief Executive August 31, 1994
- --------------------- Officer and Director
Steven R. Berrard (Principal Executive Officer)
[Signatures continued on next page]
II-5
<PAGE> 8
[Signatures continued from previous page]
/s/ THOMAS P. CARSON Senior Vice President, August 31, 1994
- -------------------- Treasurer and Chief Financial
Thomas P. Carson Officer (Principal Financial
Officer)
/s/ KATHLEEN COUGHLAN Vice President and August 31, 1994
- --------------------- Corporate Controller
Kathleen Coughlan (Principal Accounting Officer)
/s/ JOHN T. LAWRENCE III Director August 31, 1994
- ------------------------
John T. Lawrence III
/s/ ALFRED W. MARTINELLI Director August 31, 1994
- ------------------------
Alfred W. Martinelli
/s/ JOHN L. MUETHING Director August 31, 1994
- --------------------
John L. Muething
II-6
<PAGE> 9
SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
Number and Description of Exhibit
3(i)(a) 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(i)(b) Articles of Amendment to Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(i)(b) to the Registrant's
Registration Statement No. 33-53951 on Form S-8).
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 LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of legal counsel (included in Exhibit 5).
<PAGE> 1
EXHIBIT 5
August 31, 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 1,268,341 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
BDR/VMK:jlj
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 1, 1994 relating to the consolidated financial statements of Spelling
Entertainment Group Inc. and subsidiaries included in Spelling Entertainment
Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1993
and to our report dated March 30, 1994 relating to the consolidated financial
statements of Republic Pictures Corporation and subsidiaries included in
Spelling Entertainment Group Inc.'s Current Report on Form 8-K dated April 26,
1994.
ARTHUR ANDERSEN & CO.
Los Angeles, California,
August 30, 1994
<PAGE> 1
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 1,268,341 shares of its common stock pertaining to Individual Agreements
with employees of Virgin Interactive Entertainment plc. 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 LLP
Cincinnati, Ohio
August 30, 1994
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Spelling Entertainment Group Inc. of our
report dated February 26, 1993 relating to the consolidated Financial
Statements of Republic Pictures Corporation which appears in the Current Report
on Form 8-K of Spelling Entertainment Group Inc. dated April 26, 1994.
PRICE WATERHOUSE LLP
Los Angeles, California
August 30, 1994
