<PAGE>
As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-61914
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------
SPELLING ENTERTAINMENT GROUP INC.
(Exact name of registrant 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 registrant's principal executive offices)
----------------------
SPELLING ENTERTAINMENT GROUP INC. 1987 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Sally Suchil, Esq.
Senior Vice President - General Counsel, Secretary and Administration
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)
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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 check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Offering Proposed Maximum Amount of
Registered Registered/(1)/ Price Per Share Aggregate Offering Price Registration Fee
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 5,000,000 $--- /(2)/ $--- /(2)/ $--- /(2)/
- -----------------------------------------------------------------------------------------------------------------------------------
Total $ 0.00
===================================================================================================================================
</TABLE>
(1) Represents the aggregate number of shares either issued or reserved for
issuance upon the exercise of options granted pursuant to the Spelling
Entertainment Group Inc. 1987 Stock Option Plan.
(2) Pursuant to Rule 457(h)(3), no additional fee is payable since these
shares, which may be offered for resale, are the same shares that were
registered pursuant to the Registrant's two Registration Statements on Form
S-8 (Nos. 61914 and 24650, respectively), and for which registration fees
in the amounts of $7,500 and $726, respectively, were paid.
==============================================================================
Prospectus relating to two Registration Statements: As authorized by Rule
429 under the Securities Act of 1933, as amended, this Registration Statement
constitutes Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (No. 61914) and Post-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-8 (No. 24650) relating to shares
of Common Stock of the Registrant reserved for issuance upon exercise of stock
options granted pursuant to the Spelling Entertainment Group Inc. 1987 Stock
Option Plan.
<PAGE>
INTRODUCTORY STATEMENT
A Registration Statement on Form S-8 (No. 33-24650) (the "1988 Registration
Statement") was filed on September 18, 1988 to register 1,000,000 shares of
Common Stock of Spelling Entertainment Group Inc. (the "Company") issuable upon
the exercise of options that might be granted under the Spelling Entertainment
Group Inc. 1987 Stock Option Plan (the "Plan"). A second Registration Statement
on Form S-8 (No. 33-61914) (the "1993 Registration Statement") was filed on
April 30, 1993 to register 4,000,000 additional shares of Common Stock of the
Company issuable upon the exercise of options that might be granted under the
Plan.
This Post-Effective Amendment No. 1 to the 1993 Registration Statement,
which also constitutes Post-Effective Amendment No. 2 to the 1988 Registration
Statement (the "Amendment"), contains a reoffer prospectus covering up to
5,000,000 shares of Common Stock of the Company that may be acquired pursuant to
the terms of the Plan by certain officers and directors of the Company who may
be deemed to be affiliates of the Company (the "Selling Shareholders"), and who
may sell all or a portion of the shares of Common Stock issued upon the exercise
of options granted under the Plan.
This Amendment is also being filed to include as an exhibit the amended
Spelling Entertainment Group Inc. 1987 Stock Option Plan.
<PAGE>
SPELLING ENTERTAINMENT GROUP INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
Cross-Reference Sheet Showing Location in Reoffer Prospectus
of Information Required by Items in Part I of Form S-3
<TABLE>
<CAPTION>
Form S-3 Registration Statement
Item and Heading Heading in Prospectus
------------------------------- ---------------------
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.............. Facing Page; Cross Reference Sheet;
Outside Front Cover Page of
Prospectus; Additional Information
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Inside Front and Outside Back Cover
Pages of Prospectus
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... The Company; Not Applicable
4. Use of Proceeds..................................... Use of Proceeds
5. Determination of Offering Price..................... Outside Front Cover Page of
Prospectus
6. Dilution............................................ Not Applicable
7. Selling Security Holders............................ Selling Shareholders
8. Plan of Distribution................................ Outside and Inside Front Cover Pages
of Prospectus; Plan of Distribution
9. Description of Securities to be Registered.......... Outside Front Cover Page of
Prospectus
10. Interests of Named Experts and Counsel.............. Legal Matters; Experts
11. Material Changes.................................... Not Applicable
12. Incorporation of Certain Information by
Reference........................................... Incorporation of Certain
Information by Reference
13. Disclosure of Commission's Position on
Indemnification for Securities Act Liabilities...... Not Applicable
</TABLE>
<PAGE>
PART I
PROSPECTUS
SPELLING ENTERTAINMENT GROUP INC.
COMMON STOCK, $.001 PAR VALUE
This Prospectus covers up to 5,000,000 shares (the "Shares") of common
stock, $.001 par value (the "Common Stock"), of Spelling Entertainment Group
Inc., a Delaware corporation (the "Company"). The Shares have been or may be
acquired by certain officers and directors (the "Selling Shareholders"), who may
be deemed to be affiliates of the Company, pursuant to the terms of the Spelling
Entertainment Group Inc. 1987 Stock Option Plan (the "Plan"). The Company will
receive no part of the proceeds of sales by such persons. All expenses incurred
in connection with this offering will be borne by the Company.
The Company has been advised by the Selling Shareholders that they may sell
all or a portion of the Shares offered hereby from time to time on the U.S.
securities exchanges on which the Common Stock is traded at prices prevailing at
the time of such sales. The Selling Shareholders may also make private sales at
negotiated prices directly or through a broker or brokers. The Selling
Shareholders and any broker executing selling orders on behalf of the Selling
Shareholders 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 any such broker may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock of the Company is listed on the New York Stock Exchange
("NYSE") and the Pacific Exchange ("PE").
____________________
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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________________
The date of this Prospectus is ____ __, 1998.
<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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements, and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza Building,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the regional
offices of the Commission located at 7 World Trade Center, New York 10048 and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Commission also maintains a Web site at http://www.sec.gov that contains all
electronically filed reports, proxy and information statements and other
information regarding the Company. In addition, material filed by the Company
can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 and at the PE, 301 Pine Street, San Francisco, California 94104.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company has filed with the Commission (i) a Registration Statement on
Form S-8, SEC File No. 33-24650 (the "1988 Registration Statement"), and (ii) a
Registration Statement on Form S-8, SEC File No. 33-61914 (the "1993
Registration Statement") under the Act with respect to the Shares offered
hereby. The contents of both the 1988 Registration Statement and the 1993
Registration Statement are hereby incorporated herein by reference.
The following documents and any amendments thereto filed by the Company
with the Commission under the Exchange Act are incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997;
(c) The Company's Proxy Statement dated April 11, 1997 with respect to its
Annual Meeting of Shareholders held on May 21, 1997;
(d) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996; and
(e) A description of the Company's 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 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. Any statement contained
in a document incorporated by
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<PAGE>
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 provide without charge to each person to whom this
Prospectus is delivered, on written or oral request of such person, a copy
(without exhibits) of any and all information incorporated by reference in this
Prospectus. Requests for such copies should be directed to Sally Suchil, Senior
Vice President-General Counsel, Secretary and Administration, Spelling
Entertainment Group Inc. (i) if by telephone to (213) 965-5700 and (ii) if by
mail to 5700 Wilshire Boulevard, Los Angeles, California 90036.
THE COMPANY
Spelling Entertainment Group Inc. (the "Company" or the "Registrant") is a
producer and distributor of television series, mini-series, movies-for-
television, 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 entertainment product, such as music and
merchandising rights. The Company's principal operating subsidiaries include:
Spelling Television Inc.; Big Ticket Television Inc.; Spelling Films Inc.;
Republic Entertainment Inc.; Worldvision Enterprises, Inc.; and Hamilton
Projects, Inc.
On February 20, 1997 the Company announced its intention to dispose of
Virgin Interactive Entertainment Limited ("VIE") which produces and markets
interactive video games. VIE is presented as a discontinued operation in the
Company's financial statements.
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 and affiliates unless otherwise
noted. The Company's principal executive offices are located at 5700 Wilshire
Boulevard, Los Angeles, California 90036 (telephone: (213) 965-5700).
USE OF PROCEEDS
If any of the Shares are resold by the Selling Shareholders, the Company
would receive no proceeds from any such sale. The Shares would be offered for
the respective accounts of the Selling Shareholders.
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<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of this
Prospectus with respect to the Selling Shareholders. A Prospectus supplement
will be prepared setting forth additional required information as such
information becomes available. The address of each Selling Stockholder is 5700
Wilshire Boulevard, Los Angeles, California 90036.
SHARES TO BE
NUMBER OF BENEFICIALLY
NAME OF SHARES OWNED AFTER SALE (1)
BENEFICIAL BENEFICIALLY SHARES TO -----------------------
OWNER OWNED (1)(2) BE SOLD NUMBER PERCENT (3)
----- ------------ ------- ------ -----------
- ---------------------------
(1) Unless otherwise indicated, each individual has sole voting and investment
power with respect to all Shares owned by such individual.
(2) Shares shown in this column include shares of Common Stock currently owned,
Shares issuable pursuant to presently exercisable options and Shares
issuable pursuant to options which are exercisable within 60 days of the
date of this Prospectus.
(3) Based upon 91,030,567 shares of Common Stock outstanding as of February
17, 1998, plus shares of Common Stock issuable pursuant to options held by
the particular Selling Shareholder. Percentages shown after sale are based
upon all Shares registered hereunder being sold.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend
to sell all or a portion of the shares offered hereby from time to time on the
NYSE or the PE and that sales will be made at prices prevailing at the times of
such sales. The Selling Shareholders may also make private sales directly or
through a broker or brokers. The Selling Shareholders will be responsible for
payment of any and all commissions to brokers, which will be negotiated on an
individual basis. In connection with any sales, any brokers participating in
such sales may be deemed to be underwriters within the meaning of the Securities
Act.
The Company has informed the Selling Shareholders that the anti-
manipulative rules set forth in Regulation M of the Exchange Act may apply to
their sales in the market and has furnished each Selling Shareholder with a copy
of said Regulation.
There is no assurance that any of the Selling Shareholders will sell any or
all of the shares of Common Stock offered by them.
The Company will pay all expenses incident to the offering and sale of the
Common Stock to the public other than brokerage commissions which will be paid
by the Selling Shareholders.
-4-
<PAGE>
LEGAL MATTERS
Sally Suchil, Esq., Senior Vice President - General Counsel, Secretary and
Administration of the Company has rendered an opinion stating that under
applicable state law the shares of Common Stock to which the Prospectus relates
will be, when issued, validly issued, fully paid and nonassessable. Ms. Suchil
holds options to acquire 105,000 shares of Common Stock as of February 17, 1998,
and is a participant in the Company's 401(k) Plan pursuant to which matching
contributions by the Company are made in Common Stock.
EXPERTS
The consolidated financial statements as of December 31, 1996 and 1995 and
for each of the years in the three-year period ended December 31, 1996 are
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, in reliance upon the report of
Price Waterhouse LLP, independent accountants, incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.
-5-
<PAGE>
================================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH
THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS (INCLUDING ANY PROSPECTUS SUPPLEMENT) IN
CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, BY ANY UNDERWRITER OR BY THE SELLING SHAREHOLDERS. THIS PROSPECTUS
(INCLUDING ANY PROSPECTUS SUPPLEMENT) DOES NOT CONSTITUTE AN OFFER OR A
SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE CIRCUMSTANCES OF THE COMPANY OR THE FACTS HEREIN
SET FORTH SINCE THE DATE HEREOF.
----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain
Information by Reference.................................................. 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Selling Shareholders....................................................... 4
Plan of Distribution....................................................... 4
Legal Matters.............................................................. 5
Experts.................................................................... 5
</TABLE>
----------
SPELLING ENTERTAINMENT GROUP INC. HAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WASHINGTON, D.C., A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 WITH RESPECT TO THE SHARES OFFERED HEREBY.
THIS PROSPECTUS OMITS CERTAIN INFORMATION CONTAINED IN THE REGISTRATION
STATEMENT. THE INFORMATION OMITTED MAY BE OBTAINED FROM THE SECURITIES AND
EXCHANGE COMMISSION UPON PAYMENT OF THE REGULAR CHARGE THEREFOR.
================================================================================
SPELLING ENTERTAINMENT GROUP INC.
5,000,000 SHARES
OF COMMON STOCK,
$.001 PAR VALUE
______________
PROSPECTUS
______________
____ __, 1998
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, and any amendments thereto, filed by Spelling
Entertainment Group Inc. (the "Company" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
filing such documents.
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1996; and
(c) a description of the Company's Common Stock, $.001 par value (the
"Common Stock"), contained in a registration statement filed under the
Exchange Act, including any amendment or report filed for the purpose
of updating such restriction.
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
Registration Statement from the date of filing of such documents. 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 Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Sally Suchil, Esq., Senior Vice President - General Counsel, Secretary and
Administration of the Company has rendered an opinion stating that under
applicable state law the shares of Common Stock to which the Registration
Statement relates will be, when issued, validly issued, fully paid and
nonassessable. Ms. Suchil holds options to acquire 105,000 shares of Common
Stock as of February 17, 1998, and is a participant in the Company's 401(k) Plan
pursuant to which matching contributions by the Company are made in Common
Stock.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Under the Delaware General Corporation Law (the "Delaware 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 that 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 the official capacity or in any other capacity while
serving as an officer or director. The Certificate is limited, however, by
reference to the Delaware Law, which specifically limits indemnification in the
case of derivative suits (suits brought in the name of 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 advance 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; 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 office with the Registrant.
The Certificate further permits the Registrant, as provided in the Delaware
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 provides 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 shareholders
for monetary damages for breach of a director's fiduciary duty of care. Except
as described below, the effect of such provisions 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 shareholders; (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.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
2.1 Certificate of Merger merging Spelling Entertainment Group Inc. with
and into Spelling Merger Corporation (incorporated by reference to
Exhibit 2.1 to Registrant's Form 10-K for fiscal year ended December
31, 1995)
3.1 Certificate of Incorporation of Registrant (incorporated by
reference to Spelling Entertainment Group Inc.'s Notice of Annual
Meeting and Proxy Statement dated April 14, 1995)
3.2 Bylaws of Registrant (incorporated by reference to Spelling
Entertainment Group Inc.'s Notice of Annual Meeting and Proxy
Statement dated April 14, 1995)
5.1 Opinion of Counsel*
23.1 Consent of Independent Accountants*
23.2 Consent of Counsel (included in Exhibit 5.1)*
24.1 Powers of attorney (included in the signature page)*
99.1 Spelling Entertainment Group Inc. 1987 Stock Option Plan*
_____________________________
*Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned 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 (other than
as provided in the proviso and instructions to Item 512(a) of Regulation S-
K) (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (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; and
(iii) to include any material
II-3
<PAGE>
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) To deliver or cause to be delivered with the Prospectus to each
employee and director to whom the Prospectus is sent or given a copy of the
Registrant's annual report to shareholders for its last fiscal year, unless
such employee or director otherwise has received a copy of such report, in
which case the Registrant shall state in the Prospectus that it will
promptly furnish, without charge, a copy of such report on written request
of the employee or director. If the last fiscal year of the Registrant has
ended within 120 days prior to the use of the Prospectus, the annual report
of the Registrant for the preceding fiscal year may be so delivered, but
within such 120 day period that annual report for the last fiscal year will
be furnished to each such employee and director.
(3) To transmit or cause to be transmitted to all employees and
directors participating in the plans who do not otherwise receive such
material as shareholders of the Registrant, at the time and in the manner
such material is sent to its shareholders, copies of all reports, proxy
statements and other communications distributed to its shareholders
generally.
(4) 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.
(5) 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 each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on this 26th day of February, 1998.
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Peter H. Bachmann
----------------------------
Peter H. Bachmann
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter H. Bachmann and Ross G. Landsbaum, and each
of them, his attorney-in-fact, with full power of substitution in any and all
capacities, to sign any additional post-effective amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Sumner M. Redstone Chairman of the Board February 26, 1998
- ----------------------- of Directors
Sumner M. Redstone
/s/ Aaron Spelling Vice Chairman of the Board February 26, 1998
- ----------------------- of Directors
Aaron Spelling
/s/ Peter H. Bachmann President February 26, 1998
- ----------------------- (Principal Executive Officer)
Peter H. Bachmann
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James J. Miller Vice President and Controller February 26, 1998
- ----------------------- (Principal Financial and
James J. Miller Accounting Officer)
/s/ Phillipe P. Dauman Director February 26, 1998
- -----------------------
Phillipe P. Dauman
/s/ Thomas E. Dooley Director February 26, 1998
- -----------------------
Thomas E. Dooley
/s/ William N. Haber Director February 26, 1998
- -----------------------
William N. Haber
/s/ John L. Muething Director February 26, 1998
- -----------------------
John L. Muething
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- ------ ------- --------
5.1 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
99.1 Spelling Entertainment Group Inc.
1987 Stock Option Plan.
<PAGE>
Exhibit 5.1
February 23, 1998
The Board of Directors
Spelling Entertainment Group Inc.
5700 Wilshire Boulevard
Los Angeles, California 90036
Re: AMENDMENT TO FORM S-8 REGISTRATION STATEMENT
Gentlemen:
I am the Senior Vice President - General Counsel, Secretary and
Administration to Spelling Entertainment Group Inc., a Delaware corporation (the
"Company"). I am delivering this opinion in connection with the filing by the
Company of an amendment to a registration statement on Form S-8 (as amended, the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended, relating to 5,000,000
shares of the Company's Common Stock, $.001 par value per share (the "Common
Stock"), which may be sold by the selling shareholders to be named in the
Registration Statement (the "Selling Shareholders"). The Common Stock which is
the subject of the Registration Statement may be acquired by the Selling
Shareholders pursuant to their exercise of certain options (the "Options")
granted pursuant to the Spelling Entertainment Group Inc. 1987 Stock Option Plan
(the "Plan").
In connection with the opinions expressed herein, I or members of my legal
staff (my "Staff") have examined the following documents: (i) the Certificate
of Incorporation of the Company, as amended, (ii) the Bylaws of the Company, as
amended, (iii) the resolutions adopted by the Board of Directors of the Company
authorizing the adoption of the Plan and all amendments thereto, (iv) a Good
Standing Certificate of the Company, dated January 9, 1998, (v) the Plan, and
(vi) the Registration Statement (including exhibits thereto). I have also made
such inquiries and have examined originals, certified copies or copies otherwise
identified to my satisfaction of such other documents, corporate records and
other instruments, as I or my Staff have deemed necessary or appropriate for the
purposes of this opinion letter.
In my examinations, I or my Staff have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me or my Staff as originals, the conformity to original
documents of all documents submitted to me or my Staff as certified, photostatic
or facsimile copies and the authenticity of the originals of such documents.
For the purpose of rendering the opinions expressed herein, I or my Staff have
further assumed the truth, accuracy and completeness of all the representations
and other factual statements contained in such documents, records and other
instruments, and that there have been no changes in the matters represented
therein from the respective dates thereof through the date hereof. I and my
Staff have not undertaken any independent investigation to determine the truth,
<PAGE>
The Board of Directors
Spelling Entertainment Group Inc.
February 23, 1998
Page 2
accuracy and completeness of any of such factual statements, although nothing
has come to my attention or the attention of my Staff that leads me or my Staff
to believe that any such factual statement is incorrect.
Based upon my examination of the foregoing documents, records and other
instruments, and expressly subject to the assumptions set forth above, it is my
opinion that:
1. The Company has been duly incorporated and is a corporation in good
standing under the laws of the State of Delaware; and
2. The Shares have been duly and validly authorized by the Company, and,
when issued and paid for pursuant to the terms and conditions of the Options and
the Plan, will be validly issued, fully paid and non-assessable.
I am a member of the Bar of the State of California. My opinions are
limited to matters involving the federal laws of the United States, the laws of
the State of California, and the corporate laws of the State of Delaware, and I
do not express any opinion as to the laws of any other jurisdiction. This
opinion is rendered solely for your benefit in connection with the filing of the
Registration Statement with the SEC, and may not be relied upon by any other
person or entity or for any other purpose without my prior written consent in
each instance.
I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to my name under the caption "Legal
Matters" in the Prospectus contained within the Registration Statement.
Very truly yours,
/s/ Sally Suchil
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (No. 33-61914) of our
report dated March 21, 1997, which appears on page 24 of the 1996 Annual Report
to Shareholders of Spelling Entertainment Group Inc., which is incorporated by
reference in Spelling Entertainment Group Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 50 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts".
/s/ Price Waterhouse LLP
- -------------------------
Los Angeles, California
February 23, 1998
<PAGE>
Exhibit 99.1
SPELLING ENTERTAINMENT GROUP, INC.
1987 STOCK OPTION PLAN
The Spelling Entertainment Group Inc. 1987 Stock Option Plan, originally
effective as of April 14, 1987, is amended and restated in its entirety,
effective as of September 1, 1996, as follows:
I. PURPOSE
The purpose of the Plan is to promote the interests of Spelling
Entertainment Group Inc., a corporation duly incorporated under the laws of the
State of Delaware ("Company") and its stockholders, by encouraging certain
present and future key employees and directors of the Company and its
subsidiaries, to purchase shares of common stock ($.001 par value) of the
Company ("Common Stock"), and to increase their personal and proprietary
interest in the success of the Company, and to act as an incentive to continue
their employment or association with the Company or its subsidiaries. It is
further intended that options issued pursuant to this Plan shall constitute
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or shall constitute non-qualified
stock options as described in Treasury Regulation Section 1.83-7 to which
Section 421 does not apply.
II. ADMINISTRATION
2.1 The Plan shall be administered by the Board of Directors or in its
discretion by a committee ("Committee"), comprised of not less than two non-
employee directors appointed by the Board of Directors. Only non-employee
directors (as defined under Rule 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended ("1934 Act")) shall be eligible to serve on the
Committee. The Board of Directors may, from time to time, at its sole
discretion, remove members from, or add members to, the Committee. Vacancies on
the Committee, however caused, shall be filled by the Board of Directors. The
Committee shall select one of its members as Chairman, and shall hold meetings
at such time and place as it determines advisable. A majority of the Committee
shall constitute the quorum; and the acts of a majority of the members present
at any meeting, or acts reduced to and approved in writing by a majority of the
Committee, shall be valid acts of the Committee. The Board of Directors (or the
Committee, if applicable) shall have the sole power to grant options pursuant to
the Plan, including the determination of the persons to whom options shall be
granted, the times when they shall receive them, the option price of each
option, and the number of shares to be subject to each option. All such actions
by the Board of Directors (or the Committee, if applicable), with respect to
officers and directors of the Company and its subsidiaries, shall be evidenced
by written documentation properly executed on its behalf.
2.2 Incentive stock options granted pursuant to the Plan are intended to
be "incentive stock options" within the meaning of Section 422 of the Code, and
the interpretation by the Board of
<PAGE>
Directors (or the Committee, if applicable) of any provision of the Plan or of
any incentive stock option agreement entered into hereunder shall be in
accordance with Section 422 of the Code and Regulations issued thereunder as
such Section or Regulations may be amended from time to time, in order that the
rights granted hereunder and under said option agreement shall constitute
"incentive stock options" within the meaning of such Section. Non-qualified
options granted pursuant to the Plan are intended to be non-qualified stock
options described in Treasury Regulation Section 1.83-7 to which Section 421 of
the Code does not apply, and the interpretation by the Board of Directors (or
the Committee, if applicable) of any provision of the Plan or of any non-
qualified stock option agreement entered into hereunder shall be in accordance
with Treasury Regulation Section 1.83-7 as such Regulation may be amended from
time to time, in order that the rights granted hereunder and under said option
agreement shall constitute "non-qualified stock options" within the meaning of
such Regulation. The Board of Directors (or the Committee, if applicable) shall
have the sole authority and power, subject to the express provisions and
limitations of the Plan, to construe the Plan and option agreements granted
thereunder, and to adopt, prescribe, amend, and rescind rules and regulations
relating to the Plan, and to make all determinations necessary or advisable for
administering the Plan. The interpretation and construction by the Board of
Directors (or the Committee, if applicable) of any provisions of the Plan or of
any option granted thereunder shall be final and conclusive, unless otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted thereunder.
2.3 All options granted under the Plan shall be evidenced by written
option agreements signed by an officer of the Company and the person receiving
the option. Subject to the requirement that incentive stock options only be
granted to employees of the Company, an optionee may be granted incentive stock
options or non-qualified stock options or both under the Plan; provided,
however, that the grant of incentive stock options and non-qualified stock
options to an optionee shall be the grant of separate options and each incentive
stock option and each non-qualified stock option shall be specifically
designated as such in accordance with the applicable provisions of the Treasury
Regulations.
2.4 The Committee shall report to the Board of Directors with respect to
all acts taken by the Committee.
III. ELIGIBLE PARTICIPANTS
3.1 All directors, officers and other key employees of the Company or its
subsidiary corporations, as such term is defined in Section 424(f) of the Code
("subsidiary corporations or subsidiaries"), shall be eligible to participate
under the Plan with respect to both incentive stock options and non-qualified
stock options; provided, however, that no director of the Company or its
subsidiaries shall be eligible to receive an incentive stock option unless, in
addition to being a director, he is an employee of the Company or its
subsidiaries in a class eligible to receive incentive stock options. No person,
however, shall be eligible to receive an option under the Plan if he is a member
of the Committee or directly or indirectly owns (within the meaning of Section
422(b)(6) of the Code) stock possessing more than 10% of the total combined
voting power or value of all classes of stock of the Company or of its parent or
any of its subsidiaries.
-2-
<PAGE>
3.2 An individual may hold more than one option, and may be granted
additional options from time to time, as the Board of Directors (or the
Committee, if applicable) may determine, but only on the terms and subject to
the restrictions herein set forth.
IV. SHARES SUBJECT TO THE PLAN
4.1 Shares subject to the options will be shares of the Company's
authorized but unissued Common Stock, or treasury shares reacquired by the
Company or any combination thereof.
4.2 The aggregate number of shares of Common Stock of the Company which
may be issued or delivered upon the exercise of all incentive stock options and
non-qualified stock options granted under the Plan shall not exceed 5,000,000
shares, subject to adjustment as provided in Article VI hereof. In the event
any option granted under the Plan shall expire, terminate or be surrendered
without having been exercised in full, the common shares of the Company for
which such option or unexercised portion thereof were granted shall be available
again for future grant of options pursuant to the Plan.
V. TERMS AND CONDITIONS OF OPTIONS
5.1 Each option shall state the number of shares of Common Stock to which
it pertains, and shall state the option price, which price in the case of an
incentive stock option shall not be less than 100% of the fair market value of
such shares on the date on which the option was granted. With respect to a non-
qualified stock option, the price shall not be less than 50% of the fair market
value of such shares on the date on which the option was granted; provided,
however, that in the event of a corporate change (described in Section 6.1
and/or 6.2) pursuant to which options are to be issued in substitution for such
options, the Board of Directors (or the Committee, if applicable) may approve
option prices at lower percentages of fair market value than set forth above.
Subject to Section 5.2, the Board of Directors (or the Committee, if applicable)
shall exercise its best judgment in good faith in fixing the option price, shall
have full authority and discretion to do so, and shall be fully protected in so
doing. The option price shall be payable in United States dollars upon exercise
of the option, and may, subject to applicable provisions of Delaware law, be in
cash or by check, or in such other manner as determined by the Board of
Directors (or the Committee, if applicable) in order to facilitate the exercise
of the option, including, but not limited to, payment by shares of Common Stock
or payment through a broker-dealer sale and remittance procedure pursuant to
which the optionee (a) shall provide irrevocable written instructions to a
brokerage firm selected by the optionee to effect the immediate sale of the
purchased shares and remit to the Company, out of the sale proceeds available on
the settlement date, sufficient funds to cover the aggregate option price
payable for the purchased shares plus all applicable Federal and State income
and employment taxes required to be withheld by the Company in connection with
such purchase and (b) shall provide written directives to the Company to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale transaction.
5.2 The fair market value per share of Common Stock shall be determined by
the Board of Directors (or the Committee, if applicable) in accordance with the
following provisions:
-3-
<PAGE>
A. If the Common Stock is listed or admitted to trading on a
national stock exchange or the NASDAQ National Market (collectively, the
"Exchange(s)"), then the fair market value shall be the closing selling price
per share on the date in question on the Exchange determined by the Board of
Directors (or the Committee, if applicable) to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such Exchange. If there is no reported sale of Common Stock on
such Exchange on the date in question, then the fair market value shall be the
closing selling price on the Exchange on the last preceding date for which such
quotation exists.
B. If the Common Stock is not at the time listed or admitted to
trading on an Exchange but is traded on the NASDAQ Small Cap Market, the fair
market value shall be the selling price per share for the last trade on the last
preceding trading date, as such price is reported in the Wall Street Journal.
C. If the Common Stock is not at the time listed or admitted to
trading on any Exchange and is not traded on the NASDAQ Small Cap Market, the
fair market value on the date in question shall be determined in good faith by
the Board of Directors (or the Committee, if applicable).
5.3 Notwithstanding Section 5.1, the aggregate fair market value
(determined as of the time each respective incentive stock option is granted) of
the stock with respect to which incentive stock options are exercisable for the
first time by any optionee during any calendar year (under all plans of the
Company and its parent and subsidiary corporations) shall not exceed the sum of
$100,000.
5.4 The period of time within which an option may be exercised shall be
determined in each case by the Board of Directors (or the Committee, if
applicable), but shall in no event exceed ten years from the date of grant, at
which time any unexercised option shall expire. Each option shall be
exercisable in such installments, which need not be equal, upon such
contingencies as the Board of Directors (or the Committee, if applicable) shall
determine; provided, however, that if an optionee shall not in any given
installment period purchase all the shares which such optionee is entitled to
purchase in such installment period, such optionee's right to purchase any
shares not purchased in such installment period shall continue until expiration
of such option. The Board of Directors (or the Committee, if applicable) may at
its discretion, subsequent to the grant of any option, accelerate the date on
which any or all of the installments may become exercisable. No option may be
exercised for a fraction of a share, but a cash payment in lieu of a fractional
share may be made if appropriate in the event that options for fractional shares
are created pursuant to any adjustment made under Article VI below.
Directors and officers who fall within the definition of "officer" under
Rule 16a-1(f) promulgated under the 1934 Act shall deliver to the Corporate
Secretary of the Company an executed notice of his/her intention to sell shares
of Common Stock acquired upon exercise, in whole or in part, of an option
granted hereunder. Such notice, in which there is specified the number of
shares which are to be sold and the date such shares were acquired, shall be
provided at least one full business day in advance of the proposed date of sale.
-4-
<PAGE>
5.5 An optionee may not exercise his/her stock option unless he/she has
been in the service of the Company or one of its subsidiaries as an employee or
director for a period of at least twelve months from the date of the granting of
such option. Except as provided in Section 5.7 below, an optionee may not
exercise his/her incentive stock option unless he/she has been in the employ of
the Company or one of its subsidiaries continuously during the period beginning
on the date of the granting of the incentive stock option and ending on the day
three months before the date of such exercise. Continuous employment shall not
be deemed to be interrupted by transfers between subsidiaries or between parent
and subsidiary, whether or not effected by termination from one entity or rehire
by another. All employment with the Company and all subsidiaries shall be
totaled and considered as one employment for purposes of this Plan, provided
there is no such interval between employments, as, in the opinion of the Board
of Directors (or the Committee, if applicable) shall be deemed to break
continuity of service. The Board of Directors (or the Committee, if applicable)
shall in its discretion determine the effect of approved leaves of absence and
all other matters affecting "continuous employment".
5.6 Subject to earlier expiration as provided in Section 5.4, above, if an
optionee ceases to be employed by the Company or a subsidiary corporation (or,
if applicable, ceases to serve as a non-employee director of the Company or a
subsidiary corporation) for any reason other than death or permanent and total
disability, such optionee's option or options shall expire in the case of an
incentive stock option, not more than three months thereafter and in the case of
a non-qualified option, not more than two years thereafter, and during such
period after such optionee ceases to be an employee (or non-employee director,
if applicable), such option or options shall be exercisable only to the extent
exercisable on the date on which the optionee ceased to be employed by the
Company or such subsidiary corporation (or ceased to serve as a non-employee
director, if applicable). Notwithstanding the foregoing, the Board of Directors
(or the Committee, if applicable) may, in its sole discretion, permit a non-
qualified option to remain exercisable (with or without continued vesting) for
an additional period after such termination as the Board of Directors (or the
Committee, if applicable) may prescribe, but in no event after the expiration of
the option.
5.7 If the optionee shall die or become subject to a permanent and total
disability (as defined in Section 22(e)(3) of the Code) while employed by the
Company or any of its subsidiaries (or, if applicable, while serving as a non-
employee director of the Company or any of its subsidiaries), the option may
(subject to earlier expiration under Section 5.4 above) be exercised as the case
may be, by the optionee or by his/her personal representatives or persons to
whom his/her rights under the option shall pass by will or the laws of descent
and distribution; provided, however, with respect to an incentive stock option
such right must be exercised, if at all, within a period of not more than one
year after his/her death or permanent and total disability and further provided
with respect to a non-qualified option granted on or after September 1, 1996,
such right must be exercised, if at all, within a period of three years after
his/her death or permanent and total disability. The option may be exercised
only as to those shares of Common Stock with respect to which installments had
accrued as of the date of death. No transfer of an option by the employee by
will or by the laws of descent and distribution shall be effective, nor shall
any designation of a person who may exercise the option after the optionee's
death be effective, to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Board of Directors (or the
-5-
<PAGE>
Committee, if applicable) may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees or designee of the
terms and conditions of the option.
5.8 No option granted under this Plan shall be transferable otherwise than
by will (and in accordance with Section 5.7 hereof) or the laws of descent and
distribution and an option may be exercised, during the lifetime of the
optionee, only by him/her.
5.9 An optionee or transferee of an option shall have no rights as a
stockholder with respect to any shares of Common Stock covered by his/her option
until the date of the issuance of a stock certificate to him/her for such
shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Article VI below.
5.10 Subject to the terms and conditions and within the limitations of the
Plan, the Board of Directors (or the Committee, if applicable) may modify,
extend or renew outstanding options granted under the Plan, or accept the
surrender of outstanding options (to the extent not theretofore exercised) and
authorize the granting of new options in substitution therefor (to the extent
not theretofore exercised). The Board of Directors (or the Committee, if
applicable) shall not, however, modify any outstanding incentive stock options
so as to specify a lower price or accept the surrender of outstanding options
and authorize the granting of new options in substitution therefor specifying a
lower price.
5.11 The option agreements authorized under the Plan shall contain such
other provisions, including, without limitation, restrictions upon the exercise
of the option, as the Board of Directors (or the Committee, if applicable) shall
deem advisable. Any incentive stock option agreement shall contain such
limitations and restrictions upon the exercise of the option as shall be
necessary in order that such option will be an "incentive stock option" as
defined in Section 422 of the Code, or to conform to any change in the law. At
the time of exercise of any option, the Board of Directors (or the Committee, if
applicable) may require the holder of such option to execute any documents or
take any actions that may be then necessary to comply with the Securities Act of
1933 and the rules and regulations adopted thereunder, and any other applicable
federal or state laws for the purpose of regulating the sale and issuance of
securities, and the Board of Directors (or the Committee, if applicable) may, if
it deems necessary, include provisions in the stock option agreements to ensure
such compliance. The Company may, from time to time, change its requirements
with respect to enforcing compliance with federal and state securities laws
including the request for and enforcement of letters of investment intent, such
requirements all to be determined by the Company in its judgment as necessary to
ensure compliance with said laws. Such changes may be made, with respect to any
particular option or shares of Common Stock issued under exercise thereof, prior
to or after the exercise of such option. No shares shall be issued and
delivered upon the exercise of an option unless such issuance, in the judgment
of the Board of Directors (or the Committee, if applicable), is in full
compliance with all applicable laws, governmental rules and regulations and
undertakings of the Company made under the Securities Act of 1933 and stock
exchange agreements of the Company.
5.12 As a condition to the exercise, in whole or in part, of any option,
the Board of Directors (or the Committee, if applicable) may in its sole
discretion require the optionee to pay, in
-6-
<PAGE>
addition to the purchase price of the shares of Common Stock covered by the
option, an amount equal to any federal, state and local taxes that may be
required to be withheld in connection with the exercise of such option or the
transfer of Common Stock pursuant to such exercise.
VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
6.1 The aggregate number and class of shares as to which options may be
granted under the Plan, the number and class of shares subject to each
outstanding option, the price per share thereof (but not the total price), and
the minimum number of shares as to which an option may be exercised at any one
time, shall all be proportionately adjusted in the event of any change or
increase or decrease in the number of the issued shares of Common Stock, without
receipt of consideration by the Company, which results from a split-up or
consolidation of shares, payment of a stock dividend, a recapitalization, a
combination of shares or other like capital adjustment, so that upon exercise of
the option the optionee shall receive the number and class of shares he/she
would have received had he/she been the holder of the number of Common Shares
for which the option is being exercised immediately before the effective date
of such change or increase or decrease in the number of issued shares of Common
Stock.
6.2 Subject to any required action by its stockholders, if the Company
shall be the surviving corporation in any reorganization, merger or
consolidation, the aggregate number and class of shares on which options may be
granted under the Plan, together with each outstanding option, shall be
proportionately adjusted so as to apply to the securities to which the holder of
the number of shares of stock of the Company subject to the Plan or to any
outstanding option would have been entitled.
6.3 The Board of Directors (or the Committee), in its discretion, has the
right to accelerate unvested options (subject to the restrictions of Section
422(d) of the Code with respect to incentive stock options), in connection with
(i) any tender offer for a majority of the outstanding shares of Common Stock by
any person or entity; (ii) any proposed sale or conveyance of all or
substantially all of the property and assets of the Company; (iii) any proposed
consolidation or merger of the Company with or into any other corporation,
unless the Company is the surviving corporation; or (iv) the Company entering
into a "going private" transaction (as defined in Rule 13e-3 of the 1934 Act).
In the case of such accelerated vesting, the Company shall give written notice
to the holder of any option that such option may be exercised even though the
option or a portion thereof would not otherwise have been exercisable had the
foregoing event not occurred. In such event, the Company shall permit the
holder of any option to exercise during the time period specified in the
Company's notice, which period shall not be less than ten days following the
date of notice. Upon consummation of the "going private" transaction, tender
offer or proposed sale, conveyance, consolidation or merger to which such notice
shall relate, all rights under said option which shall not have been so
exercised shall terminate unless the agreement governing the transaction shall
provide otherwise
6.4 In the event of a change in the stock of the Company as presently
constituted, which is limited to a change of all of its authorized shares with
par value into the same number of shares with a different par value or without
par value, or to a change of all of its authorized shares without par value
-7-
<PAGE>
into the same number of shares with a par value, the shares resulting from any
such change shall be deemed to be the stock of the Company within the meaning of
the Plan.
6.5 To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustment shall be made by the Board of
Directors (or the Committee, if applicable), whose determination in that respect
shall be final, binding and conclusive, provided that each incentive stock
option granted pursuant to this Plan shall not be adjusted in a manner that
causes the incentive stock option to fail to continue to qualify as an incentive
stock option within the meaning of Section 422 of the Code. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment.
6.6 The grant of an option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
VII. INDEMNIFICATION OF THE BOARD OF DIRECTORS (OR THE COMMITTEE, IF APPLICABLE)
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Board of Directors
(or the Committee, if applicable) shall be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding except in relation to matters as of which
it shall be adjudged in such action, suit or proceeding that such Board (or
Committee, if applicable) member is liable for negligence or misconduct in the
performance of his duties; provided that within sixty days after institution of
any such action, suit or proceeding a Board (or Committee, if applicable) member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend the same.
VIII. TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS AND NON-QUALIFIED STOCK
OPTIONS.
8.1 The following terms and conditions shall also apply to the grant of
incentive stock options under this Plan:
A. The option shall cease to qualify for favorable tax treatment as
an incentive stock option under the Federal tax laws if (and to the extent) the
option is exercised for one or more shares of Common Stock: (i) more than three
months after the date the optionee ceases to be an employee for any reason other
than death or permanent and total disability.
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B. If the option is to become exercisable in a series of
installments as indicated in the option agreement, no such installment shall
qualify for favorable tax treatment as an incentive stock option under the
Federal tax laws if (and to the extent) the aggregate fair market value
(determined at the grant date) of the Company's Common Stock for which such
installment first becomes exercisable hereunder will, when added to the
aggregate fair market value (determined as of the respective date or dates of
grant) of the Common Stock or other securities for which such option or one or
more other incentive stock options granted to the optionee prior to the grant
date (whether under the Plan or any other option plan of the Company or any
parent or subsidiary), first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars in the aggregate. Should the number of
shares of Common Stock for which such option first becomes exercisable in any
calendar year exceed the applicable One Hundred Thousand Dollar limitation, such
option may nevertheless be exercised for those excess shares in such calendar
year as a non-qualified option.
C. Should the exercisability of the option be accelerated upon a
corporate transaction in accordance with Section 6.3, then such option shall
qualify for favorable tax treatment as an incentive stock option under the
Federal tax laws only to the extent the aggregate fair market value (determined
at the grant date) of the Company's Common Stock for which such option first
becomes exercisable in the calendar year in which the corporate transaction
occurs does not, when added to the aggregate fair market value (determined as of
the respective date or dates of grant) of the Common Stock or other securities
for which such option or one or more other incentive stock options granted to
the optionee prior to the grant date (whether under the Plan or any other option
plan of the Company or any parent or subsidiary) first become exercisable during
the same calendar year, exceed One Hundred Thousand Dollars in the aggregate.
Should the number of shares of Common Stock for which such option first becomes
exercisable in the calendar year of such corporate transaction exceed the
applicable One Hundred Thousand Dollar limitation, the option may nevertheless
be exercised for the excess shares in such calendar year as a non-qualified
stock option.
D. Should the optionee hold, in addition to the foregoing option,
one or more other options to purchase Common Stock which become exercisable for
the first time in the same calendar year as such option, then the foregoing
limitations on the exercisability of such options as incentive stock options
under the Federal tax laws shall be applied on the basis of the order in which
such options are granted.
E. Notwithstanding the designation of an option as an incentive
stock option in the option agreement, an option shall not qualify as an
incentive under the Federal tax laws if the Optionee directly or indirectly owns
(within the meaning of Section 422(b)(6) of the Code) stock possessing more than
10% of the total combined voting power or value of all classes of stock of the
Company or its parent corporation or any of its subsidiary corporations, unless
the option price is at least 110% of the fair market value per share of Common
Stock subject to such option on the grant date and the expiration date is no
later than five years after the grant date.
F. To the extent an option should fail to qualify as an incentive
stock option under the Federal tax laws, the Optionee will recognize
compensation income in connection with the acquisition of one or more shares of
Common Stock subject thereto, and the optionee must make
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appropriate arrangements for the satisfaction of all Federal, state or local
income and employment tax withholding requirements applicable to such
compensation income.
8.2 In the event an option is designated a non-qualified stock option in
the option agreement, the optionee shall make appropriate arrangements with the
Company (or any parent or subsidiary employing the optionee) for the
satisfaction of all Federal, state or local income tax and employment tax
withholding requirements applicable to the exercise of such option.
IX. TERMINATION AND AMENDMENT OF THE PLAN
9.1 The term during which options may be granted under this Plan shall
expire on April 13, 1997.
9.2 The Board of Directors of the Company may, insofar as permitted by
law, from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders, no such revision
or amendment shall (a) change the designation of the class of employees eligible
to receive incentive stock options and/or options under the Plan in general, or
(b) increase the total number of shares for which stock options may be granted
under the Plan. No termination or amendment to this Plan may, without the
consent of an optionee, terminate his option or materially or adversely affect
his rights under any outstanding options, including, but not limited to, the
disqualification of his option as an incentive stock option.
X. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant
to options will be used for general corporate purposes.
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