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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(B) OR (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
SPELLING MERGER CORPORATION
(TO BE RENAMED SPELLING ENTERTAINMENT GROUP INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 59-0862100
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(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5700 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90036
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, $.001 PAR VALUE NEW YORK AND PACIFIC STOCK EXCHANGES
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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ITEM 1. GENERAL INFORMATION.
(a) Spelling Merger Corporation, a Delaware corporation (the
"Delaware Corporation"), was formed on April 6, 1995 as a wholly-owned
subsidiary of Spelling Entertainment Group Inc., a Florida corporation (the
"Florida Corporation"). Upon the consummation of the Merger (as hereinafter
defined), the Delaware Corporation will be renamed "Spelling Entertainment
Group Inc."
(b) The Delaware Corporation's fiscal year ends on December 31 of
each calendar year.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) The Florida Corporation's Common Stock, $.10 par value, is
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In the following discussion, the term "Company"
means either the Florida Corporation or the Delaware Corporation or both, as
the context may require.
(b) The Delaware Corporation was formed for the purpose of
facilitating the reincorporation of the Florida Corporation by means of a
merger (the "Merger") of the Florida Corporation into the Delaware Corporation.
The Delaware Corporation will be the survivor and will be renamed "Spelling
Entertainment Group Inc."
The Board of Directors of the Florida Corporation has unanimously
approved and recommended that the Florida Corporation's shareholders consider
and approve the reincorporation of the Company in Delaware by means of a merger
of the Florida Corporation into the Delaware Corporation.
The Merger will not involve any change in the business, properties or
management of the Company. The Company's headquarters will not change, and
there will not be any movement of personnel, including management, to Delaware.
The officers and directors of the Florida Corporation holding office
immediately prior to the Merger being effective will continue to serve as the
officers and directors of the Delaware Corporation. The capital structure and
balance sheet of the Delaware Corporation immediately after the Merger will be
substantially the same as those of the Florida Corporation. The agreement and
plan of merger, which sets forth the terms and conditions on which the Florida
Corporation will be merged into the Delaware Corporation, provides that the
Merger may be abandoned by action of a majority of the respective Boards of
Directors of the Florida Corporation and the Delaware Corporation any time
prior to the effective time of the Merger.
The Merger will become effective, if approved by the shareholders of
the Florida Corporation at the May 23, 1995 Annual Meeting of Shareholders (the
"Annual Meeting"), upon the filing of Certificates of Merger and Articles of
Merger, as provided by Delaware
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and Florida law, respectively, which is expected to be accomplished within 10
days after the date of the Annual Meeting, assuming that the Merger is approved
at the Annual Meeting. At the time the Merger is effective, each share of the
Florida Corporation's Common Stock, $.10 par value, then issued will be
automatically converted into and exchanged for one share of Common Stock, par
value $.001 per share (the "Delaware Common Stock" or "Common Stock"), of the
Delaware Corporation.
ITEM 3. SECURITIES TO BE REGISTERED.
The securities to be registered are shares of the Delaware Common
Stock. The Delaware Corporation is currently authorized to issue Three Hundred
Million (300,000,000) shares, $.001 par value, and 10 (ten) of such shares are
currently issued and outstanding, all ten of which are held by the Florida
Corporation. In connection with the Merger, it is anticipated that the
Delaware Corporation will issue approximately 88,372,011 shares of its Common
Stock to the shareholders of the Florida Corporation.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
As of the date of this Registration Statement, the Delaware
Corporation's Certificate of Incorporation authorizes the issuance of
300,000,000 shares of Common Stock, $.001 par value per share and 20,000,000
shares of preferred stock, $.001 par value per share, issuable in one or more
series at any time and from time to time by action of the Board of Directors
without further stockholder approval. The designation, relative rights,
preferences and limitations of each series of preferred stock are determined by
the Board of Directors.
Subject to the rights of the holders of any outstanding shares of
preferred stock, holders of Common Stock are entitled to receive such
dividends, as may from time to time be declared by the Board of Directors.
Subject to the provisions of the Delaware Corporation's Bylaws, as from time to
time amended, with respect to the closing of the transfer books and the fixing
of a record date, holders of shares of Common Stock are entitled to one vote
per share of Common Stock held on all matters requiring a vote of the
stockholders. Holders of preferred stock are entitled to such voting rights,
if any, as the Board of Directors may in the future determine. In the event of
any liquidation, dissolution, or winding up of the Company, either voluntary or
involuntary, after payment shall have been made to the holders of preferred
stock, if any, of the full amount to which they shall be entitled, the holders
of Common Stock shall be entitled to share ratably, according to the number of
shares held by them, in all remaining assets of the Company available for
distribution. Shares of Common Stock are not redeemable and have no
subscription, conversion or pre-emptive rights.
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ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
No financial statements are being filed herewith, because the capital
structure and balance sheet of the Delaware Corporation immediately after the
Merger will be substantially the same as those of its predecessor, the Florida
Corporation, immediately prior to the Merger.
(b) Exhibits
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger dated as of April 12, 1995, by and between Spelling
Entertainment Group Inc. and Spelling Merger Corporation (incorporated by reference
to Appendix A to Spelling Entertainment Group Inc.'s Notice of Annual Meeting and Proxy
Statement dated April 14, 1995, SEC file No. 1-6739).
3(i) Certificate of Incorporation of Spelling Merger Corporation as amended (incorporated
by reference to Appendix B to Spelling Entertainment Group Inc.'s Notice of Annual
Meeting and Proxy Statement dated April 14, 1995, SEC file No. 1-6739).
3(ii) Bylaws of Spelling Merger Corporation (incorporated by reference to Appendix C to Spelling
Entertainment Group Inc.'s Notice of Annual Meeting and Proxy Statement dated April 14, 1995,
SEC file No. 1-6739).
4.1 Amended and Restated Credit Agreement dated as of January 31, 1995, by and among Spelling
Entertainment Group Inc., certain subsidiaries of Spelling Entertainment Group Inc. and
Viacom Inc. (incorporated by reference to Exhibit 4.1 to Spelling Entertainment Group Inc.'s
Annual Report on Form 10-K for fiscal year ended December 31, 1994).
4.2 Amended and Restated Pledge and Security Agreement dated as of January 31, 1995, by and among
Spelling Entertainment Group Inc., certain subsidiaries of Spelling Entertainment Group Inc.
and Viacom Inc. (incorporated by reference to Exhibit 4.2 to Spelling Entertainment Group Inc.'s
Annual Report on Form 10-K for fiscal year ended December 31, 1994).
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4.3 Amended and Restated Copyright Mortgage and Assignment; Power of Attorney dated as of
January 31, 1995, by Spelling Entertainment Group Inc. and certain subsidiaries of Spelling
Entertainment Group Inc. (incorporated by reference to Exhibit 4.3 to Spelling Entertainment
Group Inc.'s Annual Report on Form 10-K for fiscal year ended December 31, 1994).
10.1 Spelling Entertainment Group Inc.'s Stock Option Plan and Amendment Nos. One through Five thereto
(incorporated by reference to Exhibit 4.03 to Spelling Entertainment Group Inc.'s Registration
Statement No. 33-61914 on Form S-8).
10.2 Concession Interest Purchase and Sale Agreement, dated April 22, 1991, by and among Charter Oil
Eastern Production, Inc., Total Abu Al Bakhoosh S.A. and Amerada Hess Oil Corporation of Abu Dhabi
(incorporated by reference to Exhibit 10.1 to Spelling Entertainment Group Inc.'s Quarterly Report
on Form 10-Q for the quarter ended June 30, 1991).
10.3 Stock Purchase Agreement, dated April 4, 1991, by and among Aaron Spelling, Candy Spelling and
Spelling Entertainment Group Inc. (incorporated by reference to Exhibit 10.2 to Spelling
Entertainment Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).
10.4 Stock Purchase Agreement, dated April 17, 1991, by and between E. Duke Vincent and Spelling
Entertainment Group Inc. (incorporated by reference to Exhibit 10.4 to Spelling Entertainment
Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).
10.5 Stock Purchase Agreement, dated April 17, 1991, by and between Douglas S. Cramer and Spelling
Entertainment Group Inc. (incorporated by reference to Exhibit 10.5 to Spelling Entertainment
Group Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).
10.6 Employment Agreement, dated March 1, 1989, by and between Spelling Entertainment Inc. and Aaron
Spelling (incorporated by reference to Exhibit 10.50 to Spelling Entertainment Inc.'s Registration
Statement No. 33-26497 on Form S-4).
10.7 Amendment to Employment Agreement, dated November 7, 1991, by and among Spelling Entertainment Inc.,
Aaron Spelling Productions, Inc. and Aaron Spelling (incorporated by reference to Exhibit 10.7 to
Spelling Entertainment Group Inc.'s Annual Report on Form 10-K for fiscal year ended December 31, 1993).
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10.8 Amendment No. 2 to Employment Agreement, dated May 6, 1993, by and among Spelling Entertainment Inc.,
Aaron Spelling Productions, Inc. and Aaron Spelling (incorporated by reference to Exhibit 10.8 to
Spelling Entertainment Group Inc.'s Annual Report on Form 10-K for fiscal year ended December 31, 1993).
10.11 Amendment and Restated Agreement and Plan of Merger, dated May 22, 1992, by and among Spelling Entertainment
Group Inc., SEI Acquisition Corp. and Spelling Entertainment Inc. (incorporated by reference to Spelling
Entertainment Inc.'s Notice of Annual Meeting and Proxy Statement dated June 24, 1992).
10.12 Stock Purchase Agreement, dated as of March 7, 1993, among Blockbuster Entertainment Corporation,
BPH Subsidiary, Inc., American Financial Corporation and certain subsidiaries of American Financial
Corporation (includes insurance-type indemnity referenced in Note 11 to Spelling Entertainment Group Inc.'s
consolidated financial statements in its Annual Report on Form 10-K for fiscal year ended December 31, 1994)
(incorporated by reference to Exhibit 28.1 to Blockbuster Entertainment Corporation's Current Report on
Form 8-K dated March 7, 1993).
10.13 Agreement and Plan of Merger, dated December 8, 1993, by and among Spelling Entertainment Group Inc.,
DE Acquisition Corporation and Republic Pictures Corporation (incorporated by reference to Exhibit 99.1
to Spelling Entertainment Group Inc.'s Current Report on Form 8-K dated December 8, 1993).
10.14 Spelling Entertainment Group Inc.'s 1994 Stock Option Plan (incorporated by reference to Annex A to
Spelling Entertainment Group Inc.'s Notice of Annual Meeting and Proxy Statement dated April 27, 1994).
10.15 Employment Agreement dated as of September 26, 1994, between Spelling Entertainment Group Inc. and
Peter Bachmann (incorporated by reference to Exhibit 10.15 to Spelling Entertainment Group Inc.'s
Annual Report on Form 10-K for fiscal year ended December 31, 1994).
10.16 Employment Agreement dated as of September 26, 1994, between Spelling Entertainment Group Inc. and
Tom Carson (incorporated by reference to Exhibit 10.16 to Spelling Entertainment Group Inc.'s Annual
Report on Form 10-K for fiscal year ended December 31, 1994).
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10.17 Exchange Agreement dated July 30, 1994, by and among Spelling Entertainment Group Inc., Blockbuster
Entertainment Corporation and Blockbuster Interactive Entertainment, Inc. (incorporated by reference
to Exhibit 2 to Spelling Entertainment Group Inc.'s Current Report on Form 8-K dated July 30, 1994).
11 Computation of net income per share (incorporated by reference to Exhibit 11 to Spelling Entertainment
Group Inc.'s Annual Report on Form 10-K for fiscal year ended December 31, 1994).
20 Spelling Entertainment Group Inc.'s Notice of Annual Meeting and Proxy Statement dated as of April 14,
1995 (incorporated by reference, SEC file No. 1-6739).
21 Subsidiaries of Spelling Entertainment Group Inc. (incorporated by reference to Exhibit 21 to Registrant's
Form 10-K for fiscal year ended December 31, 1994).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
SPELLING MERGER CORPORATION
Date: May 11, 1995 By: /s/ Sally Suchil
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Name: Sally Suchil
Title: Secretary
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