<PAGE>
As filed with the Securities and Exchange Commission on November 22, 1995
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form S-3
Registration Statement
Under
The Securities Act of 1933
______________________
SPELLING ENTERTAINMENT GROUP INC.
(Exact name of issuer as specified in its charter)
DELAWARE 59-0862100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5700 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90036
(213) 965-5700
(Address, including zip code, and telephone number, including
area code, of the Registrant's principal executive offices)
SALLY SUCHIL, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SPELLING ENTERTAINMENT GROUP INC.
5700 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90036
(213) 965-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
HILLEL T. COHN, ESQ.
GRAHAM & JAMES
801 SOUTH FIGUEROA STREET, 14TH FLOOR
LOS ANGELES, CALIFORNIA 90017
(213) 624-2500
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed maximum Amount of
Title of Securities to be Amount to be maximum offering aggregate offering registration
registered registered price per share(1) price(1) fee(1)
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value per share 825,400 shares $13.375 $11,039,725 $3,807
=========================================================================================================
</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 as reported on
the New York Stock Exchange composite tape on November 21, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
- ----------
825,400 SHARES
SPELLING ENTERTAINMENT GROUP INC.
COMMON STOCK
___________________
This Prospectus relates to 825,400 shares of the Common Stock, $0.001 par
value per share (the "Common Stock"), of Spelling Entertainment Group Inc., a
Delaware corporation (the "Company" or the "Registrant"), which may be sold from
time to time by some or all of the selling stockholders named herein (the
"Selling Stockholders"). The Common Stock which is the subject of this
Prospectus may be acquired by the Selling Stockholders pursuant to their
exercise of certain warrants (the "Warrants") which were issued by the Company
in connection with its acquisition of Republic Entertainment Inc. (formerly
Republic Pictures Corporation, hereinafter "Republic"). See "Selling
Stockholders" and "Plan of Distribution." The Company will not receive any of
the proceeds from the sale of Common Stock pursuant to this Prospectus. The
Company will receive the amounts payable in connection with the exercise of the
Warrants. See "Use of Proceeds." All expenses incurred in connection with this
offering are being borne by the Company.
The Company has been advised by the Selling Stockholders that they intend
to sell all of the shares offered hereby from time to time on the New York Stock
Exchange or the Pacific Stock Exchange and that such sales, which may involve
block transactions, will be made at prices prevailing at the time of such sales.
The Selling Stockholders may also make private sales directly or through a
broker or dealer. The Selling Stockholders and the broker executing selling
orders on behalf of the Selling Stockholders may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), in which event commissions received by such broker may be deemed to be
underwriting commissions under the Securities Act. See "Plan of Distribution."
The Company's Common Stock is listed on the New York Stock Exchange and on
the Pacific Stock Exchange under the symbol "SP." On November 21, 1995, the
closing price for the Company's Common Stock, as reported on the New York Stock
Exchange Composite Tape, was $13-1/4.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
No person is authorized to give any information or to make any
representations, other than as contained in this Prospectus, in connection with
the offering described herein. This Prospectus does not constitute an offer to
sell securities in any state to any person to whom such offer would be unlawful.
___________________
THE DATE OF THIS PROSPECTUS IS NOVEMBER , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information can be inspected and
copied at the offices of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, New York, New York 10048, and 500 West Madison Street, Room 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the New York Stock Exchange, 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, 801 Pine Street, San Francisco, California
94194; and reports, proxy and information statements and other information
concerning the Company can be inspected at such exchanges.
This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the shares offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995;
5. The Company's definitive Proxy Statement, dated April 14, 1995, with
respect to its 1995 Annual Meeting of Shareholders held on May 23,
1995; and
6. The description of the Company's Common Stock as set forth in the
Registration Statement filed by the Company on Form 8-A pursuant to
Section 12 of the Exchange Act, dated April 17, 1972, and any
amendments or reports thereto filed with the Commission for the
purpose of updating such description.
2
<PAGE>
All documents and any amendments thereto subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be a part of this
Prospectus from the date of filing of such documents and/or amendments thereto.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus, or in any other subsequently filed
document which is also incorporated by reference, modifies or replaces 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 Prospectus.
The Company will cause to be furnished without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents described above, other than
exhibits to such documents. Requests should be addressed to: Spelling
Entertainment Group Inc., Attention: Sally Suchil, Esq., 5700 Wilshire
Boulevard, Los Angeles, California 90036 (telephone: (213) 965-5700).
THE COMPANY
Spelling Entertainment Group Inc. (the "Company" or the "Registrant") is a
fully-integrated producer and distributor of television series, mini-series,
movies-for-television, interactive video games and feature films (collectively
referred to hereinafter as "entertainment product"). The Company has an
extensive library of entertainment product, which it distributes worldwide. The
Company also licenses and otherwise exploits ancillary rights in this product,
such as music and merchandising rights. The Company's principal operating
subsidiaries include: Spelling Television Inc.; Big Ticket Television Inc.;
Spelling Films International Inc.; Virgin Interactive Entertainment Limited;
Republic; Worldvision Enterprises, Inc.; and Hamilton Projects, Inc.
The Company was incorporated in Delaware on April 6, 1995. The business of
the Company was previously conducted by Spelling Entertainment Group Inc., a
Florida corporation (the "Florida Corporation"). On May 26, 1995, the Florida
Corporation merged into the Company. Such merger did not involve any change in
the business, properties or management of the Company.
As used herein, the terms "Company" and "Registrant" refer to Spelling
Entertainment Group Inc. and its subsidiaries, unless the context otherwise
requires. The principal executive offices of the Company are located at 5700
Wilshire Boulevard, Los Angeles, California 90036 (telephone: (213) 965-5700).
USE OF PROCEEDS
All of the shares offered hereby will be sold by the Selling
Stockholders identified below, for their own respective accounts, who will
receive and retain all of the proceeds from the sale thereof. The Company will
not receive any of the net proceeds from the sale of the shares offered hereby.
However, upon the exercise of the Warrants from time to time by the Selling
Stockholders, the Company will receive all amounts payable in connection with
the exercise price of the Warrants, and will retain such proceeds for use as
additional working capital and other general corporate purposes. See "Selling
Stockholders."
3
<PAGE>
RECENT DEVELOPMENTS
Possible Change in Control. Viacom Inc. ("Viacom") announced on August 10,
--------------------------
1995 that it intends to sell all of the Company's Common Stock which it
presently owns. Viacom currently owns approximately 76% of the issued and
outstanding shares of the Company's Common Stock. As a result of any such sale,
there may be a change in control of the Company. At this time, it is not
possible to predict how any such change in control might affect the management
and operations of the Company. There can be no assurance that in any
transaction, the acquiror would acquire shares of the Company's Common Stock
other than those owned by Viacom.
Proposed Sale of Virgin. On August 10, 1995, Viacom also announced its
-----------------------
intention to acquire from the Company all of its equity interest in Virgin
Interactive Entertainment Limited ("VIE"). The Company presently owns
approximately 90% of VIE's issued and outstanding stock and has a put/call
option to acquire the remaining 10%. The Company acquired its interest in VIE
on July 30, 1994. VIE develops and publishes video game and entertainment
software. The Company has appointed a Special Committee of its Board of
Directors to negotiate the proposed sale of VIE to Viacom. No agreement has
been reached with Viacom and there is no assurance that any agreement will be
reached to sell VIE to Viacom.
Environmental Litigation. A subsidiary of the Company has been named as a
------------------------
defendant in a number of personal injury and property damage actions arising
from the alleged improper disposal in 1971 of waste material, which was later
determined to contain dioxin, at a number of sites in Missouri. These actions
were brought by approximately 2,450 individual plaintiffs, the United States,
the State of Missouri and certain co-defendants. U.S. v. Bliss, et al., U.S.
---------------------
District Court for the Eastern District of Missouri, filed January 20, 1984.
The Company and two other subsidiaries were joined as defendants in many of
these actions. The Company and its subsidiaries have resolved the claims of all
of the individual plaintiffs, the United States and the State of Missouri. On
November 14, 1995, the U.S. Court of Appeals for the District of Columbia
affirmed a decision by the U.S. District Court for the District of Columbia
ruling that the insurers of the Company and its subsidiaries are not obligated
to provide coverage for the Missouri dioxin related claims. The Company does
not believe that this decision will have a material, adverse affect on its
financial condition or results of operations. This belief is based upon, in
addition to the Company's allowances established for losses on disposal of
former operations and a corporate indemnity from a former controlling
shareholder, the fact that the claims of all of the individual plaintiffs have
been resolved, principally through settlements funded by the insurance
companies, and the only unsatisfied government claim has been settled and is
collectable only through potential insurance proceeds. Nonetheless, the
appellate decision means that the Company will not have insurance coverage for
additional claims pursued against the Company with respect to the dioxin related
matters.
SELLING STOCKHOLDERS
On April 26, 1994, a wholly-owned subsidiary of the Company merged (the
"Merger") with and into Republic. As a result of the Merger, Republic became a
wholly-owned subsidiary of the Company. Republic is engaged in the acquisition
of made-for-video films and the distribution of such product and its extensive
library of feature films, television movies, mini-series and specials.
In connection with the Merger, each share of the common stock of Republic
("Republic Common Stock") outstanding immediately prior to the effective time of
the Merger (the "Effective Time") was converted into the right to receive
$13.00, without interest. Options and warrants to
4
<PAGE>
acquire Republic Common Stock outstanding immediately prior to the Effective
Time were converted into the right to receive, upon payment of the exercise
price (as adjusted as set forth below), 1.6508 shares of the Company's Common
Stock for each share of Republic Common Stock into which each such option or
warrant was exercisable immediately prior to the Effective Time. The exercise
price of such options and warrants was adjusted by multiplying such exercise
price by 0.6058.
Prior to the Merger, The Paragon Group, A California Limited Partnership
("Paragon") held a warrant to purchase 500,000 shares of Republic Common Stock.
As a result of the Merger, such warrant was converted into the Warrants, thereby
giving to Paragon the right to purchase 825,400 shares of the Company's Common
Stock. The Warrants were later assigned by Paragon to the Selling Stockholders
pursuant to that certain Assignment, dated September 7, 1994, from Paragon to
the Selling Stockholders (the "Assignment").
The Warrants entitle the Selling Stockholders to purchase shares of the
Company's Common Stock at an exercise price of $7.5725 per share. The Warrants
are currently exercisable and will remain exercisable until February 11, 1998.
The exercise price of the Warrants and the number of shares covered thereby
adjust proportionately in the event that the number of outstanding shares of the
Company's Common Stock is changed as a consequence of any stock dividend, stock
split or combination of shares. Any proceeds from the exercise of the Warrants
will be added to the Company's working capital. See "Use of Proceeds."
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock of each Selling Stockholder and as
adjusted to give effect to the sale of the shares offered hereby.
<TABLE>
<CAPTION>
Number of Number of
Shares Number of Shares
Beneficially Shares Beneficially
Owned Prior Covered Owned
Name and Address to this by this After this
of Selling Stockholder Offering/1/ Percent Prospectus Offering
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bram and Elaine Goldsmith 340,147 * 340,147 0
Family Trust, Bram Goldsmith
as Trustee
c/o City National Bank
400 N. Roxbury Drive
Beverly Hills, CA 90210
Russell Goldsmith 230,039 * 230,039 0
c/o City National Bank
400 N. Roxbury Drive
Beverly Hills, CA 90210
Center Trust, Jerome D. Mack 113,492 * 113,492 0
as Trustee
Jerome D. Mack
c/o Thomas & Mack
2300 West Sahara
Box 1
Las Vegas, NV 89102
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Number of Number of
Shares Number of Shares
Beneficially Shares Beneficially
Owned Prior Covered Owned
Name and Address to this by this After this
of Selling Stockholder Offering/1/ Percent Prospectus Offering
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Richard and Nancy Bloch 84,934 * 84,934 0
Trust, Richard and Nancy
Bloch as Trustees
Richard and Nancy Bloch
c/o Pinon Farm, Inc.
123 Marcy Street #205
Santa Fe, NM 87501
M.M. Maltz Trust, Chuck 56,788 * 56,788 0
Maltz as Trustee
Chuck Maltz
Wilshire Terrace
10375 Wilshire Blvd., #8G
Los Angeles, CA 90024
===============================================================================
</TABLE>
* Less than one percent (1%).
________________________
/1/ The respective numbers of shares and percentages shown include the shares
of the Company's Common Stock that each Selling Stockholder may acquire
upon the exercise of all of the Warrants held by such Selling Stockholder.
None of the Selling Stockholders is a director, officer or employee of the
Company and none of the Selling Stockholders has a material business
relationship with the Company, except as set forth herein. The Company and
Russell Goldsmith were parties to an Executive Agreement, dated as of January 4,
1994, pursuant to which Mr. Goldsmith acted as a Special Advisor to the Chairman
and the President of the Company. Mr. Goldsmith was employed in such capacity
from April 27, 1994 to October 27, 1995, earning total compensation of
$1,500,000.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Stockholders that, upon their
exercise of the Warrants, they intend to sell all of the shares offered hereby
from time to time on the New York Stock Exchange or the Pacific Stock Exchange,
and that such sales, which may involve block transactions, will be made at
prices prevailing at the time of such sales. The Selling Stockholders may also
make private sales of the Warrants or the shares offered hereby to or through
brokers or dealers, and such brokers or dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders or
the purchasers of such Warrants or shares for whom such brokers or dealers may
act as agent or to whom they sell as principal, or both (which compensation to a
particular broker or dealer might be in excess of customary commissions). Sales
may also be made through a broker pursuant to a procedure whereby the Selling
Stockholder will sell the Warrants to a broker who shall immediately exercise
the relevant Warrants and sell the underlying shares. To facilitate these
sales, the
6
<PAGE>
Company has agreed to keep the Registration Statement, of which this Prospectus
is a part, effective for the earlier of a period not to exceed two years from
the date the Registration Statement is declared effective by the Commission or
until all shares registered pursuant to the Registration Statement are sold. In
connection with any sales, the Selling Stockholders and any brokers
participating in such sales may be deemed to be "underwriters" within the
meaning of the Securities Act and any commissions received by them and profit on
any resale of the shares as principal might be deemed to be underwriting
discounts or commissions under the Securities Act.
The Company has informed the Selling Stockholders that the anti-
manipulative Rules 10b-2, 10b-6 and 10b-7 of the Exchange Act may apply to their
sales in the market and has furnished each Selling Stockholder with a copy of
these Rules and has informed them of the need for delivery of copies of this
Prospectus.
There is no assurance that any of the Selling Stockholders will sell any or
all of the shares of the Company's Common Stock offered by such Selling
Stockholder.
The Company will pay all expenses incident to the offering and sale of the
Common Stock to the public other than commissions and discounts of underwriters,
dealers or agents.
DESCRIPTION OF COMMON STOCK
As of the date of this Prospectus, the Company's Certificate of
Incorporation authorizes the issuance of 300,000,000 shares of Common Stock and
20,000,000 shares of preferred stock, $.001 par value per share (the "Preferred
Stock"), issuable in one or more series at any time and from time to time by
action of the Company's Board of Directors (the "Board of Directors"), without
further stockholder approval. The designation, relative rights, preferences and
limitations of each series of the Preferred Stock are determined by the Board of
Directors. As of September 30, 1995, 88,641,426 shares of the Company's Common
Stock were outstanding and no shares of the Preferred Stock were outstanding.
Holders of the 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 Company's By-laws, 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 the Common Stock are entitled to one vote per share of the 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 the 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 the Common Stock are not redeemable and have no subscription, conversion or
preemptive rights.
Further information as to the Common Stock can be found in the documents
incorporated herein by reference.
LEGAL MATTERS
Graham & James, counsel to the Company, has rendered an opinion to the
Company that the Common Stock offered hereby will be duly and validly issued,
fully paid and nonassessable.
7
<PAGE>
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1994 incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The consolidated financial statements of the Company for the year ended
December 31, 1993 incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
report.
The consolidated financial statements of Spelling Entertainment Group Inc.
and subsidiaries for the year ended December 31, 1992, incorporated by reference
in this Prospectus and Registration Statement and included in Spelling
Entertainment Group Inc.'s Annual Report (Form 10-K) for the year ended December
31, 1994, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses in connection with the offering
described in the Registration Statement will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee... $ 3,807.00
New York Stock Exchange listing fee............. 14,750.00
Pacific Stock Exchange listing fee.............. 2,063.50
Accountants' fees and expenses.................. 15,000.00
Legal fees and expenses......................... 5,000.00
Miscellaneous................................... 5,000.00
----------
Total...................................... $45,620.50
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Delaware General Corporation Law, the Registrant has broad powers
to indemnify its directors, officers, employees and agents against expenses
(including attorneys' fees and disbursements) and any liability or loss that
they may incur in such capacities. The Registrant's Certificate of Incorporation
(the "Certificate") provides that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by Delaware law. Persons who are
not directors or officers of the Registrant may be similarly indemnified in
respect of service to the Registrant, or to any other entity at the request of
the Registrant, to the extent the Board of Directors at any time specifies that
such persons are entitled to the benefits provided by the Certificate.
The Certificate permits indemnification whether the basis of a proceeding
is an alleged action in an official capacity or in any other capacity while
serving as an officer or director. The Certificate is limited, however, by
reference to the Delaware Corporation Law, which specifically limits
indemnification in the case of derivative suits (suits brought in the name and
on behalf of the Registrant) to the payment of expenses if the person acted in
good faith and in a manner such person believed to be in or not opposed to the
best interests of the Registrant. If a person is adjudged liable to the
Registrant in a derivative suit (but not in other suits), no indemnification
payments may be made unless a court determines otherwise.
The Certificate provides that expenses are to be advanced prior to the
final disposition of a proceeding upon the receipt by the Registrant of a
satisfactory undertaking that the director or officer will repay such advances
if he or she is ultimately found not to be entitled to indemnification. The
Certificate also provides that the right to indemnification under the
Certificate is not an exclusive right; and therefore, the Registrant may provide
other indemnification, if appropriate. The right to indemnity and to receive
advances continues as to a director or officer after such person has ceased to
hold an office with the Registrant.
II-1
<PAGE>
The Certificate further permits the Registrant, as provided in the Delaware
Corporation Law, to purchase directors' and officers' liability insurance. The
Registrant may also establish a trust fund to ensure payments of indemnification
claims. The indemnification rights provided by the Certificate are contract
rights which may not be eliminated by the Registrant after the fact. The
Certificate permits a person entitled to indemnity to bring an action in court
to obtain such indemnity and requires that, in any such suit, the court will not
be bound by a decision of the Board of Directors, independent counsel or
shareholders that such person is not entitled to indemnification.
Furthermore, the Certificate, in general, eliminates the personal liability
of each of the directors of the Registrant (but not a director acting in another
capacity, such as an officer or employee) to the Registrant or its stockholders
for monetary damages for breach of a director's fiduciary duty of care. Except
as described below, the effect of such provision is to protect directors for all
of their business decisions, including those later found by a court to have been
negligent or grossly negligent. It does not eliminate or limit, however, the
liability of a director for: (i) a breach of such director's duty of loyalty to
the Registrant or its stockholders; (ii) acts or omissions not in good faith;
(iii) acts or omissions which involve intentional misconduct or a knowing
violation of law; (iv) willful or negligent conduct in connection with the
payment of illegal dividends, or unlawful stock repurchases or redemptions; or
(v) any transaction from which such director derives an improper personal
benefit.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Number and Description of Exhibit
- ---------------------------------
<C> <S>
4(a) Certificate of Incorporation of the Company (incorporated by
reference to Appendix B of the Company's definitive Proxy Statement,
dated April 14, 1995, with respect to its 1995 Annual Meeting of
Shareholders held on May 23, 1995)
4(b) By-laws of the Company (incorporated by reference to Appendix C of
the Company's definitive Proxy Statement, dated April 14, 1995, with
respect to its 1995 Annual Meeting of Shareholders held on May 23,
1995)
5 Opinion of Graham & James*
23(a) Consent of Price Waterhouse LLP*
23(b) Consent of Arthur Andersen LLP*
23(c) Consent of Ernst & Young LLP*
23(d) Consent of Counsel (included in Exhibit 5)*
24(a) Powers of Attorney (included on the signature page)*
</TABLE>
_____________________
*Filed herewith.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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;
(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;
(4) 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; and
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 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-3
<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-3 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on November 20,
1995.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Steven R. Berrard
-------------------------------------
Steven R. Berrard
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes and
appoints Steven R. Berrard and Thomas P. Carson, or either of them, as his/her
true and lawful attorney(s)-in-fact with full power of substitution to execute
in the name and on behalf of such person, individually and in each capacity
stated below, and to file, any and all amendments to the Registration Statement,
including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
Chairman of the Board of Directors
- -----------------------
H. Wayne Huizenga
/s/ Aaron Spelling Vice Chairman of the Board November 20, 1995
- ----------------------- of Directors
Aaron Spelling
/s/ Steven R. Berrard President, Chief Executive Officer November 20, 1995
- ----------------------- and Director
Steven R. Berrard (Principal Executive Officer)
/s/ Thomas P. Carson Executive Vice President, November 20, 1995
- ----------------------- Chief Financial
Thomas P. Carson Officer and Treasurer
(Principal Financial Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ Kathleen Coughlan Senior Vice President and November 20, 1995
- ----------------------- Corporate Controller
Kathleen Coughlan (Principal Accounting Officer)
/s/ Frank J. Biondi, Jr. Director November 20, 1995
- -----------------------
Frank J. Biondi, Jr.
/s/ Philippe P. Dauman Director November 20, 1995
- -----------------------
Philippe P. Dauman
/s/ J. Brian McGrath Director November 20, 1995
- -----------------------
J. Brian McGrath
/s/ John L. Muething Director November 20, 1995
- -----------------------
John L. Muething
/s/ Sumner M. Redstone Director November 20, 1995
- -----------------------
Sumner M. Redstone
</TABLE>
II-5
<PAGE>
SPELLING ENTERTAINMENT GROUP INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number and Description of Exhibit
- ---------------------------------
<C> <S>
4(a) Certificate of Incorporation of the Company (incorporated by reference
to Appendix B of the Company's definitive Proxy Statement, dated April
14, 1995, with respect to its 1995 Annual Meeting of Shareholders held
on May 23, 1995)
4(b) By-laws of the Company (incorporated by reference to Appendix C of the
Company's definitive Proxy Statement, dated April 14, 1995, with
respect to its 1995 Annual Meeting of Shareholders held on May 23,
1995)
5 Opinion of Graham & James*
23(a) Consent of Price Waterhouse LLP*
23(b) Consent of Arthur Andersen LLP*
23(c) Consent of Ernst & Young LLP*
23(d) Consent of Counsel (included in Exhibit 5)*
24(a) Powers of Attorney (included on the signature page)*
</TABLE>
_______________________
*Filed herewith.
<PAGE>
November 20, 1995
The Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Los Angeles, California 90036
Re: Form S-3 Registration Statement
Our File Reference: 33700.00002
--------------------------------
Gentlemen:
We have acted as counsel to Spelling Entertainment Group Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 825,400 shares of Common Stock,
$0.001 par value per share (the "Common Stock"), which may be sold from time to
time by the selling stockholders named in the Registration Statement (the
"Selling Stockholders"). The Common Stock which is the subject of the
Registration Statement may be acquired by the Selling Stockholders pursuant to
their exercise of certain warrants which were issued by the Company in
connection with its acquisition of Republic Entertainment Inc. (formerly
Republic Pictures Corporation) (the "Warrants").
We have reviewed (i) the Certificate of Incorporation of the Company, as
amended (ii) the By-Laws of the Company, as amended (iii) the Written Consent in
Lieu of a Special Meeting of the Board of Directors of Spelling Entertainment
Group Inc., dated April 25, 1994, the resolutions of which authorize the
Warrants, the shares of Common Stock underlying the Warrants and the
Registration Statement, (iv) an Officer's Certificate executed by Sally Suchil,
Secretary of the Company, dated November 20, 1995, (v) a Good Standing
Certificate of the Company dated November 20, 1995, (vi) the Registration
Statement (including exhibits thereto) and (vii) the form of the Second Amended
and Restated Warrant, dated September 7, 1994, from the Company to each of the
Selling Stockholders.
<PAGE>
The Board of Directors
Spelling Entertainment Group Inc.
November 20, 1995
Page 2
We have also made such inquiries and have examined originals, certified copies
or copies otherwise identified to our satisfaction of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such documents. For the purpose of rendering this opinion, we have
further assumed the truth, accuracy and completeness of all the representations
and other factual statements contained in such documents. We have not
undertaken any independent investigation to determine the truth, accuracy or
completeness of any of such factual information, although nothing has come to
our attention that leads us to believe that any such information is incorrect.
Based upon and subject to the foregoing, we are of the opinion, and so
advise you, as follows:
The 825,400 shares of the Common Stock which are the subject of the
Registration Statement have been duly and validly authorized and when issued and
paid for pursuant to the terms and conditions of the Warrants, such shares will
be validly issued, fully paid and non-assessable shares of the Company's Common
Stock.
We are members of the Bar of the State of California. We have not been
requested to opine, and we have not opined, as to any issues other than those
expressly set forth herein. This opinion extends only to questions of the law
of the State of California, the corporate law of the State of Delaware and the
federal law of the United States of America. The information set forth in this
letter is as of the date of this letter and we disclaim any undertaking to
advise you of changes which may thereafter be brought or come to our attention.
This opinion is rendered solely for your benefit and
<PAGE>
The Board of Directors
Spelling Entertainment Group Inc.
November 20, 1995
Page 3
may not be relied upon by any other person or entity or for any purpose without
our prior written consent in each instance.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference therein to the firm under the caption "Legal
Matters."
Very truly yours,
/s/ Graham & James
------------------
GRAHAM & JAMES
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Spelling Entertainment Group Inc.:
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 17, 1995 appearing on page 28 of Spelling Entertainment Group Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1994. We also
consent to the references to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP
Century City, California
November 20, 1995
<PAGE>
EXHIBIT 23(b)
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 Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
November 20, 1995
<PAGE>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Spelling
Entertainment Group Inc. for the registration of 825,400 shares of its common
stock and to the incorporation by reference therein 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, 1994, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Cincinnati, Ohio
November 20, 1995
