<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED TELEVISION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
94-1461226
I.R.S. Employer Identification No.
132 S. Rodeo Drive, Fourth Floor
Beverly Hills, California 90212-2425
(Address of Principal Executive Offices) (Zip Code)
UNITED TELEVISION, INC.
EMPLOYEES' STOCK OPTIONS
1999 STOCK OPTION PLAN
(Full Title of the Plan)
Garth S. Lindsey
United Television, Inc.
132 S. Rodeo Drive, Fourth Floor
Beverly Hills, California 90212-2425
(Name and Address of Agent for Service)
(310) 281-4844
(Telephone Number, including Area Code,
of Agent for Service)
- ------------------------------------------------------------------
| | Proposed | Proposed |
Title of | | Maximum | Maximum |
Securities | Amount | Offering | Aggregate| Amount of
to be | to be | Price | Offering | Registration
Registered | Registered | Per Share| Price | Fee
- -------------|-------------|----------|-----------|---------------
Common Stock,| 3,000(1) | $101.50 |$ 305,400|
par value | 219,480(1) | 103.75 | 22,771,050|
$.10 | 500,000(2) | 134.50 | 67,250,000|
per share | | |-----------|
| | Total: |$90,326,450|$25,110.75
| | |===========|
- ------------------------------------------------------------------
(1) Represents shares issuable upon exercise of options
previously granted.
(2) Represents shares issuable upon exercise of options
available for grant under the 1999 Stock Option
Plan. Registration fee with respect to such shares has
been computed based upon the average of the high and low
prices of the Common Stock on November 11, 1999, as reported
in the consolidated reporting system.
<PAGE> 2
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
There is incorporated herein by this reference thereto and made
a part hereof the documents listed in clauses (a) and (b) below and all
documents subsequently filed by the registrant or the plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
which shall be deemed to be incorporated by this reference in this
registration statement and to be a part hereof from the date of filing of
such documents.
(a) The registrant's annual report on Form 10-K for the year
ended December 31, 1998.
(b) The registrant's proxy statement dated March 31, 1999 and
the registrant's quarterly reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999, and September 30, 1999.
(c) The description of the class of securities offered contained
in the registrant's Registration Statement on Form 8-A, filed October 28,
1982, as amended on December 19, 1982, File No. 0-9786
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
provides generally that a corporation shall have the power to indemnify any
person sued as a director, officer, employee or agent of the corporation, or
of another corporation if serving as such at the request of the indemnifying
corporation, in non-derivative suits for expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the indemnifying corporation. In the case of
criminal actions and proceedings, such person must also have had no
reasonable cause to believe his conduct was unlawful. Indemnification of
expenses is authorized in stockholder derivative suits where such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the indemnifying corporation and so long as
he had not been found liable to the indemnifying corporation. Even in this
latter instance, the court may determine that in view of all the
circumstances such person is entitled to indemnification for such expenses
as the court deems proper. A person sued as a director, officer, employee
or agent of a corporation who has been successful in defense of the action
must be indemnified by the corporation against expenses.
The registrant's By-laws include the indemnification provisions
excerpted below:
ARTICLE 8
INDEMNIFICATION
8.1 Indemnification of Officers and Directors. The
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened,
<PAGE> 3
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason
of that fact that . . . he is or was a director or an
officer of the Corporation, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the
fullest extent and in the manner set forth in and permitted
by the General Corporation Law, and any other applicable
law, as from time to time in effect. Such right of
indemnification shall not be deemed exclusive of any other
rights to which such director or officer may be entitled
apart from the foregoing provisions. The foregoing
provisions of this Section 8.1 shall be deemed to be a
contract between the Corporation and each director and
officer who serves in such capacity at any time while this
Article 8 and the relevant provisions of the General
Corporation Law and other applicable law, if any, are in
effect; any repeal or modification thereof shall not affect
any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of
facts.
8.2 Indemnification of Other Persons. The Corporation
may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the
fact that . . . he is or was an employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such action, suit or proceeding to the extent and in the
manner set forth in and permitted by the General Corporation
Law, and any other applicable law, as form time to time in
effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which any such person may
be entitled apart from the foregoing provisions.
8.3 Insurance. The Corporation shall have power
to purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under
the provisions of Section 8.1 and 8.2 of the By-laws or
under section 145 of the General Corporation Law or any
other provision law.
<PAGE> 4
The Company's ultimate parent, Chris-Craft
Industries, Inc., maintains directors' and officers'
liability insurance that covers the Company's director and
officers.
Item 8. EXHIBITS
There are filed as a part of this registration statement, the
exhibits listed in the Exhibit Index.
Item 9. UNDERTAKINGS
(a) 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 to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
<PAGE> 5
(3) To remove from registration by means of a
post-effective amendment any of the securities being offered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California on
November 16, 1999.
UNITED TELEVISION, INC.
(Registrant)
By: GARTH S. LINDSEY
Executive Vice President
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Garth S. Lindsey,
Thomas L. Muir, David C. Fischer, and Harold I. Kahen as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
John C. Siegel Chairman and
Director November 16, 1999
Evan C Thompson President and
Director (principal November 16, 1999
executive officer)
Garth S. Lindsey Executive Vice President, November 16, 1999
Chief Financial Officer and
Secretary (principal finan-
cial and accounting officer)
Lawrence R. Barnett Vice Chairman November 16, 1999
and Director
John L. Eastman Director November 16, 1999
James D. Hodgson Director November 16, 1999
Norman Perlmutter Director November 16, 1999
Howard F. Roycroft Director November 16, 1999
Rocco C. Siciliano Director November 16, 1999
Herbert J. Siegel Director November 16, 1999
<PAGE> 11
EXHIBIT INDEX
Location/
Incorporated by Exhibit
Reference to: No. Exhibit
Registrant's proxy 4 1999 Stock Option Plan
statement dated March
31, 1999
(1) 5 Opinion of Loeb &
Loeb LLP as to legality
of securities being
registered
(1) 23.1 Consent of
PricewaterhouseCoopers LLP
(2) 23.2 Consent of Loeb &
Loeb LLP
(3) 24 Power of Attorney
authorizing any of
Garth S. Lindsey,
Thomas L. Muir,
David C. Fischer and
Harold I. Kahen to
sign the registration
statement
- -------------
(1) Filed herewith
(2) Included in Exhibit 5
(3) Located on Signature Page
Exhibit 5
Loeb & Loeb LLP
345 Park Avenue
New York NY 10154
(212) 407-4827
[email protected]
November 16, 1999
United Television, Inc.
132 S. Rodeo Drive, Fourth Floor
Beverly Hills CA 90212-2425
Dear Sirs:
We refer to the registration statement on Form S-8 under the Securities Act
of 1933, being filed by United Television, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission, relating to shares of
the Company's Common Stock issuable upon the exercise of options previously
granted or available for grant pursuant to the Company's 1999 Stock Option Plan
(the "Plan").
We have examined the Plan, originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter documents.
Based on our examination mentioned above, and relying upon statements of
fact contained in the documents which we have examined, we are of the opinion
that the issuance of the Common Stock has been validly authorized, and the
Common Stock when issued and paid for in the manner contemplated in the Plan,
will be legally issued, fully paid and nonassessable provided, however, that the
payment therefor is in any event not less than the par value of the shares of
Common Stock so issued.
We hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement.
Very truly yours,
LOEB & LOEB LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
United Television, Inc., which is incorporated by reference in United
Television, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
February 10, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Century City, California
November 16, 1999
