<PAGE>
As filed with the Securities and Exchange Commission on February 26, 1998
Registration No. 33-53951
================================================================================
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. 1994 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 Amount to be Proposed Proposed Maximum Amount of
be Registered Registered/(1)/ Offering Price Per Share Aggregate Offering Price Registration Fee
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 9,500,000 $--- /(3)/ $40,612,312 /(3)/ $11,981 /(3)/
Common Stock, $.001 par value 9,500,000 /(2)/ $--- /(3)/ $40,612,312 /(3)/ $ --- /(4)/
- - ----------------------------------------------------------------------------------------------------------------------------------
Total $11,981
===================================================================================================================================
</TABLE>
/(1)/ Represents the maximum amount of shares issuable as of the date of this
Post-Effective Amendment.
/(2)/ Represents the same shares described on the line above, which may be
resold by the holders of options issued or issuable under the Spelling
Entertainment Group Inc. 1994 Stock Option Plan.
/(3)/ Represents the registration fee payable only with respect to the
additional 5,000,000 shares that are being registered hereby; the proposed
offering price per share, proposed maximum aggregate offering price and
the registration fee were based, for the 2,525,375 shares subject to
currently outstanding stock options, on the maximum exercise price of
$7.875 per share, and, for the remaining 2,474,625 shares, on the average
of the high and low prices on February 20, 1998 as reported on the New
York Stock Exchange tape.
/(4)/ 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 are
being registered hereby upon their initial issuance pursuant to the
Spelling Entertainment Group Inc. 1994 Stock Option Plan.
<PAGE>
================================================================================
INTRODUCTORY STATEMENT
A Registration Statement on Form S-8 (No. 33-53951) (the "Registration
Statement") was filed on June 2, 1994 to register 4,500,000 shares of Common
Stock of Spelling Entertainment Group Inc. (the "Company") that may be issued
upon the exercise of options to be granted under the Spelling Entertainment
Group Inc. 1994 Stock Option Plan (the "Plan"). This Post-Effective Amendment
No. 1 (the "Amendment") is being filed as an amendment to the Registration
Statement to register an additional 5,000,000 shares of Common Stock that may be
issued upon the exercise of options to be granted under the Plan pursuant to the
approval by the shareholders of the Company of an increase in the number of
authorized shares of Common Stock of the Company that may be issued pursuant to
the Plan. The amended Plan is included as an exhibit to this Amendment.
This Amendment also contains a reoffer prospectus covering up to 9,500,000
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.
<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
-------------------------------------------------- ------------------------------------
<C> <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 9,500,000 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. 1994 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 a Registration Statement on Form
S-8, SEC File No. 33-53951 (the "Registration Statement") under the Act with
respect to the Shares offered hereby. The contents of the 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 reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained in this
-2-
<PAGE>
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.
SELLING SHAREHOLDERS
The Selling Shareholders will be officers or directors of the Company or
other persons who might be deemed affiliates of the Company as defined in Rule
405 under the Securities Act. A Prospectus supplement will be prepared setting
forth the names of the Selling Shareholders and other required information as
such information becomes available.
-3-
<PAGE>
NUMBER OF
NAME OF SHARES
BENEFICIAL BENEFICIALLY SHARES TO SHARES TO BE BENEFICIALLY
OWNER OWNED /(1)//(2)/ BE SOLD OWNED AFTER SALE /(1)/
----------- ------------- --------- -----------------------
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 to 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>
<TABLE>
<CAPTION>
================================================================== ===========================================================
<S> <C>
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 SPELLING ENTERTAINMENTS GROUP, INC.
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 9,500,000 SHARES OF COMMON STOCK
SET FORTH SINCE THE DATE HEREOF. $.001 PAR VALUE
----------
TABLE OF CONTENTS
Page
----
Available Information............................ 2
Incorporation of Certain
Information by Reference........................ 2
The Company...................................... 3
Use of Proceeds.................................. 3
Selling Shareholders............................. 3
Plan of Distribution............................. 4 -------------------------------
Legal Matters.................................... 5 PROSPECTUS
Experts.......................................... 5 -------------------------------
----------
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 -----------, 1998
REGISTRATION STATEMENT. THE INFORMATION OMITTED MAY BE OBTAINED
FROM THE SECURITIES AND EXCHANGE COMMISSION UPON PAYMENT OF THE
REGULAR CHARGE THEREFOR.
=================================================================
</TABLE>
<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. 1994 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, director and consultant 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, director or consultant 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, director or consultant. 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, director and consultant.
(3) To transmit or cause to be transmitted to all employees,
directors and consultants 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 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 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 the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- - --------- ----- ----
/s/ Sumner M. Redstone Chairman of the Board February 26, 1998
- - ---------------------- of Directors
Sumner M. Redstone
/s/ Aaron Spelling Vice Chairman of the February 26, 1998
- - ----------------------- Board of Directors
Aaron Spelling
/s/ Peter H. Bachmann President February 26, 1998
- - ----------------------- (Principal Executive Officer)
Peter H. Bachmann
II-5
<PAGE>
/s/ James J. Miller Vice President and February 26, 1998
- - ----------------------- Controller
James J. Miller (Principal Financial and
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
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
SEQUENTIAL
NUMBER EXHIBIT PAGE NO.
- - ------ ------- --------
<S> <C> <C>
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.
1994 Stock Option Plan.
</TABLE>
<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 (i) 5,000,000
shares (the "Additional Shares") of the Company's Common Stock, $.001 par value
per share (the "Common Stock"), which upon the exercise of stock options (the
"Options") granted or to be granted pursuant to the Spelling Entertainment Group
Inc. 1994 Stock Option Plan (the "Plan") and (ii) a maximum of 9,500,000 shares
(the "Selling Shareholders' Shares", and, together with the Additional Shares,
the "Shares") of Common Stock which may be sold by the selling shareholders to
be named in the Registration Statement (the "Selling Shareholders"). The Selling
Shareholders' Shares may be acquired by the Selling Shareholders upon their
exercise of the Options or pursuant to their exercise of stock options granted
or to be granted pursuant to the Plan to purchase 4,500,000 previously
registered shares of Common Stock.
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
<PAGE>
The Board of Directors
Spelling Entertainment Group Inc.
February 23, 1998
Page 2
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,
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. 33-53951) 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.
1994 STOCK OPTION PLAN
The Spelling Entertainment Group Inc. 1994 Stock Option Plan, originally
effective as of February 15, 1994, is amended and restated in its entirety,
effective September 1, 1996, as follows:
1. Statement of Purpose. The purpose of this Stock Option Plan (the "Plan")
is to benefit Spelling Entertainment Group Inc., a Delaware corporation (the
"Company"), and its subsidiaries through the maintenance and development of
their respective businesses by offering certain present and future key
employees, directors and independent contractors of the Company and its
subsidiaries a favorable opportunity to become holders of stock in the Company
over a period of years, thereby giving them a permanent stake in the growth and
prosperity of the Company and encouraging the continuance of their involvement
with the Company or its subsidiaries.
2. Administration. 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. With the exception of option
grants to members of the Committee which shall be made and administered
exclusively by the Board of Directors pursuant to the express terms and
conditions of the Plan, 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
<PAGE>
its subsidiaries, shall be evidenced by written documentation properly executed
on its behalf.
3. Eligibility. Options shall be granted only to key employees, directors
and independent contractors of the Company and its subsidiaries (including non-
employee directors of the Company) selected initially and from time to time by
the Board of Directors (or the Committee, if applicable).
4. Granting of Options. The Board of Directors (or the Committee, if
applicable) may grant options under which a total of not in excess of 9,500,000
shares of the $.001 par value common stock of the Company ("Common Stock") may
be purchased from the Company, subject to adjustment as provided in Section 10;
provided that the Board of Directors (or the Committee, if applicable) may not
grant to any individual options to purchase more than 2,565,000 shares of Common
Stock or more than 27% of the total number of options to purchase shares of
Common Stock granted under the Plan. Options granted under the Plan are
intended not to be treated as incentive stock options as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an option expires or is terminated or cancelled unexercised
as to any shares, such released shares may again be optioned (including a grant
in substitution for a cancelled option). Shares subject to options may be made
available from unissued or reacquired shares of Common Stock.
Nothing contained in the Plan or in any option granted pursuant thereto shall
confer upon any optionee any right to be continued in the employment of the
Company or any subsidiary of the Company, or interfere in any way with the right
of the Company or its subsidiaries to terminate his/her employment at any time.
5. Option Price. The option price shall be determined by the Board of
Directors (or the Committee, if applicable) and, subject to the provisions of
Section 10 hereof, shall be not less than 50% of the fair market value, at the
time the option is granted, of the shares of Common Stock subject to the option.
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:
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
-2-
<PAGE>
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).
6. Duration of Options, Increments and Extensions. Subject to the provisions
of Section 8 hereof, each option shall be for such term of not less than five
years nor more than ten years, as shall be determined by the Board of Directors
(or the Committee, if applicable). Each option shall become exercisable with
respect to 25% of the total number of shares subject to the option twelve months
after the date of its grant and with respect to each additional 25% at the end
of each twelve-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Board of Directors (or the Committee, if
applicable) may in its discretion (i) specifically provide for another time or
times of exercise; (ii) accelerate the exercisability of any option subject to
such terms and conditions as the Board of Directors (or the Committee, if
applicable) deems necessary and appropriate; or (iii) at any time prior to the
expiration or termination of any option previously granted, extend the term of
any option (including such options held by officers or directors) for such
additional period as the Board of Directors (or the Committee, if applicable) in
its discretion shall determine. In no event, however, shall the aggregate
option period with respect to any option, including the original term of the
option and any extensions thereof, exceed ten years. Subject to the foregoing,
all or any part of the shares to which the right to purchase has accrued may be
purchased at the time of such accrual or at any time or times thereafter during
the option period.
7. Exercise of Option. An option may be exercised by giving written notice
to the Company, attention of the Secretary, specifying the number of shares to
be purchased, accompanied by the full option price for the shares to be
purchased, subject to applicable provisions of Delaware law, either in cash or
by check or, if so approved by the Board of Directors (or the Committee, if
applicable), in such other
-3-
<PAGE>
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, by shares of Common Stock or 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.
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.
Each option shall also be subject to the requirement that, if at any time the
Company determines, in its discretion, that the listing, registration or
qualification of the shares subject to the option upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of or in
connection with, the issue or purchase of shares thereunder, the option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.
At the time of the exercise of any option the Board of Directors (or the
Committee, if applicable) may require, as a condition of the exercise of such
option, the optionee to (x) pay the Company an amount equal to the amount of tax
the Company may be required to withhold to obtain a deduction for federal income
tax purposes as a result of the exercise of such option by the optionee or (y)
make such other arrangements with the Company which would enable the Company to
pay such withholding tax, including, without limitation, holding back a number
of shares issuable upon exercise of the option equal to the amount of such
withholding tax, or (z) a combination of the foregoing.
8. Termination of Relationship-Exercise Thereafter. In the event the
employment or consultative relationship between the Company and a director,
officer,
-4-
<PAGE>
employee or independent consultant who is an optionee is terminated for any
reason other than death or permanent and total disability, such optionee's
option shall cease vesting at termination date and all rights to purchase shares
pursuant thereto shall expire sixty days from the optionee's termination of
employment or relationship with the Company, but in no event after the
expiration date of the option. The Board of Directors (or the Committee, if
applicable) may, in its sole discretion, permit any option to remain exercisable
(with continued vesting or not) 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 date of the option. Temporary absence from
employment because of illness, vacation, approved leaves of absence and
transfers of employment among the Company and its subsidiaries, shall not be
considered to terminate employment or to interrupt continuous employment.
In the event of termination of said employment or consultative relationship
because of death or permanent and total disability (as that term is defined in
Section 22(e)(3) of the Code, as now in effect or as subsequently amended), the
option may be exercised in full, without regard to any installments established
under Section 6 hereof, by the optionee or, if he/she is not living, by his/her
heirs, legatees or legal representative (as the case may be) during its
specified term prior to three years after the date of death or permanent and
total disability, or such longer period as the Board of Directors (or the
Committee, if applicable) may prescribe, but in no event after the expiration
date of the option.
9. Non-Transferability of Options. During the lifetime of the optionee,
options shall be exercisable only by the optionee, and options shall not be
assignable or transferable by the optionee otherwise than by will or by the laws
of descent and distribution, or pursuant to a qualified domestic relations order
as defined by the Code, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder.
10. Adjustment. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
outstanding shares of Common Stock of the Company is changed by any stock
dividend, stock split or combination of shares, the number of shares subject to
the Plan and to options granted hereunder shall be proportionately adjusted; (b)
in the event of any merger, consolidation or reorganization of the Company with
any other corporation or corporations, there shall be substituted, on an
equitable basis as determined by the Board of Directors (or the Committee, if
applicable), for each share of Common Stock then subject to the Plan, whether or
not at the time subject to outstanding options, the number and kind of shares of
stock or other securities to which the holders of shares of Common Stock of the
Company will be entitled pursuant to the transaction; and
-5-
<PAGE>
(c) in the event of any other relevant change in the capitalization of the
Company, the Board of Directors (or the Committee, if applicable) shall provide
for an equitable adjustment in the number of shares of Common Stock then subject
to the Plan, whether or not then subject to outstanding options. In the event of
any such adjustment the purchase price per share shall be proportionately
adjusted.
11. Acceleration of Vesting. The Board of Directors (or the Committee), in
its discretion, has the right to accelerate unvested 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.
12. No Impairment of Rights. Nothing contained in the Plan or any option
granted pursuant to the Plan shall confer upon any optionee any right to be
continued in the employment of, or consultative service with, the Company or any
subsidiary of the Company or interfere in any way with the right of the Company
or its subsidiaries to terminate such employment and/or to remove any optionee
who is a non-employee director or independent contractor from service with the
Company at any time in accordance with the provisions of applicable law.
13. Amendment of Plan. The Board of Directors of the Company may amend or
discontinue the Plan at any time. However, no such amendments or discontinuance
shall be made without the requisite stockholder approval of the stockholders of
the Company if stockholder approval is required by the Exchange on which the
Common Stock is listed or as a condition to the Plan continuing to comply with
the provisions of Section 162(m) of the Code.
14. Indemnification of Board of Directors (or Committee, if applicable). In
addition to such other rights of indemnification as they may have as directors
or as
-6-
<PAGE>
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 of
Director (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 of Director (or
Committee, if applicable) member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
15. Effective Date. On February 15, 1994 this Plan was adopted and authorized
by the Board of Directors of the Company and approved by the stockholders of the
Company on May 18, 1994. This Plan shall be deemed to have become originally
effective on February 15, 1994.
-7-
