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As filed with the Securities and Exchange Commission on June 2, 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)
Spelling Entertainment Group Inc. 1994 Stock Option Plan
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
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 4,500,000 $10.00 $45,000,000 $15,517.22
$0.10 par value Shares
============================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(c) on the basis of the average
of the high and low sales prices of the Company's Common Stock on May
31, 1994.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register
4,500,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Spelling Entertainment Group Inc., for issuance upon the exercise
of options to be granted under the Spelling Entertainment Group Inc. 1994 Stock
Option Plan.
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.
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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 Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated April 26, 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.
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
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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.
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 Price Waterhouse.
23.4 Consent of legal counsel (included in Exhibit 5).
99 Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
by reference to the Registrant's Notice of Annual Meeting and Proxy
Statement dated April 27, 1994).
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ITEM 9. UNDERTAKINGS.
(a) 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.
(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 (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
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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 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.
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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 June 2, 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 June 2, 1994
- --------------------- of Directors
H. Wayne Huizenga
/s/ AARON SPELLING Vice Chairman of the Board June 2, 1994
- ------------------ of Directors
Aaron Spelling
/s/ STEVEN R. BERRARD President, Chief Executive June 2, 1994
- --------------------- Officer and Director
Steven R. Berrard (Principal Executive Officer)
[Signatures continued on next page]
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[Signatures continued from previous page]
/s/ THOMAS P. CARSON Senior Vice President, June 2, 1994
- -------------------- Treasurer and Chief Financial
Thomas P. Carson Officer (Principal Financial
Officer)
/s/ KATHLEEN COUGHLAN Vice President and June 2, 1994
- --------------------- Corporate Controller
Kathleen Coughlan (Principal Accounting Officer)
/s/ JOHN T. LAWRENCE Director June 2, 1994
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John T. Lawrence
/s/ S. CRAIG LINDNER Director June 2, 1994
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S. Craig Lindner
/s/ ALFRED W. MARTINELLI Director June 2, 1994
- ------------------------
Alfred W. Martinelli
/s/ JOHN L. MUETHING Director June 2, 1994
- --------------------
John L. Muething
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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.
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 Price Waterhouse.
23.4 Consent of legal counsel (included in Exhibit 5).
99 Spelling Entertainment Group Inc. 1994 Stock Option Plan (incorporated
by reference to the Registrant's Notice of Annual Meeting and Proxy
Statement dated April 27, 1994).
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EXHIBIT 3(i)(b)
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
SPELLING ENTERTAINMENT GROUP INC., a corporation duly organized and
existing under and by virtue of the General Corporation Act of the State of
Florida,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Spelling Entertainment Group
Inc. (the "Corporation").
SECOND: Part 2 of Section A, Article III of the Amended and Restated
Articles of Incorporation, as amended, of the Corporation is hereby amended as
follows:
"A. The maximum number of shares of capital stock which the
Corporation is authorized to have outstanding at any one time is:
2. COMMON STOCK - 300,000,000 shares, par value $.10 per
share ("Common Stock")."
THIRD: That the date of the adoption of the amendment to Part 2 of
Section A, Article III by the Shareholders was May 18, 1994.
FOURTH: The amendment to Part 2, Section A, Article III was approved
by the holders of the common stock of the Corporation and the number of votes
cast for the amendment was sufficient for approval by the holders of common
stock.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name by its Secretary this 1st day of June, 1994.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Thomas W. Hawkins
----------------------------
Thomas W. Hawkins, Secretary
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EXHIBIT 5
ECKERT SEAMANS CHERIN & MELLOTT
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ATTORNEYS AT LAW
May 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 4,500,000 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
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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 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
May 31, 1994
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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 4,500,000 shares of its common stock pertaining to the Spelling
Entertainment Group Inc. 1994 Stock Option Plan 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
May 31, 1994
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Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 and related Prospectus 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
Los Angeles, California
May 31, 1994
