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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1995
REGISTRATION NO. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
THE ACTAVA GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 58-0971455
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4900 Georgia-Pacific Center 30303
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
THE ACTAVA GROUP INC.
1991 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
_________________________________
WALTER M. GRANT, SECRETARY
THE ACTAVA GROUP INC.
4900 Georgia Pacific Center
Atlanta, Georgia 30303
(Name and address of agent for service)
404-658-9000
(Telephone number, including area code, of agent for service)
_________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered (1) offering price per aggregate offering fee
share (2) price (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 300,000 shs. $13 11/16 $4,106,250 $1,416
value $1 per share
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilutions resulting from stock
splits, stock dividends or similar transactions as provided in The Actava Group
Inc. 1991 Non-Employee Director Stock Option Plan.
(2) Pursuant to Rule 457 (h)(1), these figures are based upon the
average of the high and low prices of the Common Stock on July 20, 1995, as
reported in the New York Stock Exchange consolidated reporting system, and are
used solely for the purpose of calculating the registration fee.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement; and all documents subsequently filed by The
Actava Group Inc. ("Actava" or the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("the 1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, Form 10-K/A Amendment No. 1 filed on
April 28, 1995, and Form 10-K/A Amendment No. 2 filed July 13,
1995 amending Actava's Form 10-K for the fiscal year ended
December 31, 1994;
(b) The Company's Current Report on Form 8-K dated April 12, 1995
and Form 8-K/A Amendment No. 1 filed on April 28, 1995
amending the Company's Current Report on Form 8-K dated April
12, 1995;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
(d) The description of the Company's common stock which is
contained in Actava's Registration Statement on Form 8-B filed
under the 1934 Act, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby is being passed upon for the
Company by Troutman Sanders, Atlanta, Georgia. Carl E. Sanders, a
director of the Company and the senior partner of Troutman Sanders, is
the beneficial owner of 31,497 shares of the Common Stock of the
Company as of June 28, 1995.
Item 6. Indemnification of Directors and Officers.
Section 145 of Title 8 of the Delaware Code gives a corporation power
to 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
(other than an action by or in the right of the corporation) by reason
of the fact that he 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 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 if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal
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action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The same Section also gives a corporation power to
indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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 expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper. Also, the Section states that, to
the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any such action, suit or proceeding, or in defense of any claim,
issue or matter herein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
The By-Laws of the Company provide that the Company shall indemnify
the officers and directors of the Company to the extent permitted by
the General Corporation Law of the State of Delaware.
The officers and directors of the Company are included under an
insurance policy purchased by the Company covering its liabilities and
expenses and those of its subsidiaries which might arise in connection
with the lawful indemnification of its directors and officers and
those of its subsidiaries for certain of their liabilities, including
liabilities under the Securities Act, and expenses and also covering
these officers and directors against certain other liabilities and
expenses.
In addition, officers and directors of the Company are also provided
indemnification under the terms of Indemnification Agreements with the
Company. The Indemnification Agreements provide for indemnification
of directors and officers to the full extent authorized or permitted
by law. They cover any and all expenses incurred in connection with,
as well as any and all judgments, fines, penalties, and amounts paid
in settlement resulting from, investigating, defending, being a
witness, or participating in (or preparing to defend, be a witness in
or participate in) any threatened, pending, or completed action, suit,
or proceeding, or any inquiry or investigation, whether civil,
criminal, administrative, or otherwise (a "proceeding"), related to
the fact that such director or officer is or was a director or officer
of the Company or is or was serving at the request of the Company as a
director, officer, or trustee of another corporation, trust, or other
enterprise, or by reason of anything done or not done by such director
or officer in any such capacity. The Indemnification Agreements also
provide for the prompt advancement of all expenses incurred in
connection with any proceeding and obligate the director or officer to
reimburse the Company for all amounts so advanced if it is
subsequently determined, as provided in the Indemnification
Agreements, that the director or officer is not entitled to
indemnification.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
------
4(a) - Restated Certificate of Incorporation of Actava reflecting all
amendments to date (incorporated by reference to Exhibit
3(a)(i) of Annual Report on Form 10-K for the year ended
December 31, 1993).
4(b) - Restated Bylaws of Actava (incorporated by reference to
Exhibit 3(b)(i) of Annual Report on Form 10-K for the year
ended December 31, 1993).
5 - Opinion of Troutman Sanders LLP, counsel to Actava.
23(a)- The consent of Troutman Sanders LLP is contained in Exhibit 5.
23(b)- Consent of Ernst & Young LLP.
Exhibits listed above which have heretofore been filed with the
Securities and Exchange Commission and which were incorporated as
noted above are hereby incorporated herein by reference and made a
part hereof with the same effect as if filed herewith.
The Company believes that the 1991 Non-Employee Director Stock Option
Plan is not subject to the Employee Retirement Income Security Act of 1974, as
amended, nor is it intended to qualify within the meaning of Section 401(a) of
the Internal Revenue Code.
Item 9. Undertakings.
(a) Rule 415 offerings. 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the
information required to be included in a
post-effective
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amendment by those paragraphs is contained in
periodic reports filed by the registrant
Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference. 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 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.
(c) Filing of registration statement on Form S-8. 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 the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 Atlanta, State of Georgia, on July
26, 1995.
THE ACTAVA GROUP INC.
By: /s/ John D. Phillips
-------------------------------------
John D. Phillips
President and Chief Executive Officer
Each director and/or officer of the registrant whose signature appears
below hereby constitutes and appoints Walter M. Grant and Frederick B.
Beilstein, III and each of them severally, as his true and lawful
attorney-in-fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission, any and all amendments,
including post-effective amendments, to this registration statement.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John D. Phillips (Chief Executive Officer) July 26, 1995
- ----------------------------------------------
John D. Phillips
/s/ Frederick B. Beilstein, III Senior Vice President, July 26, 1995
- ---------------------------------------------- Treasurer and CFO
Frederick B. Beilstein, III (Principal Accounting Officer)
/s/ John E. Aderhold Director July 26, 1995
- ----------------------------------------------
John E. Aderhold
/s/ Michael E. Cahr Director July 26, 1995
- ----------------------------------------------
Michael E. Cahr
/s/ John P. Imlay, Jr. Director July 26, 1995
- ----------------------------------------------
John P. Imlay, Jr.
</TABLE>
[Signatures continued on next page]
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[Signatures continued from preceding page]
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Clark A. Johnson Director July 26, 1995
- ----------------------------------------------
Clark A. Johnson
/s/ Richard Nevins Director July 26, 1995
- ----------------------------------------------
Richard Nevins
/s/ Carl E. Sanders Director July 26, 1995
- ----------------------------------------------
Carl E. Sanders
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Troutman Sanders LLP, counsel to The Actava Group Inc.
23(b) Consent of Ernst & Young LLP.
</TABLE>
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Exhibit 5
July 25, 1995
The Actava Group Inc.
4900 Georgia Pacific Center
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Gentlemen:
We have examined a copy of the registration statement on Form
S-8 proposed to be filed by The Actava Group Inc. (the "Company"), with the
Securities and Exchange Commission (the "Commission"), relating to the
registration pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), of 300,000 shares (the "Shares") of the Company's Common
Stock, par value $1 per share (the "Common Stock"), reserved for issuance in
connection with options granted or to be granted under The Actava Group Inc.
1991 Non-Employee Director Stock Option Plan (the "Plan"). In rendering this
opinion, we have reviewed such documents and made such investigations as we
deemed appropriate.
We are of the opinion that, subject to compliance with the
pertinent provisions of the Act and to compliance with such securities or "Blue
Sky" laws of any jurisdiction as may be applicable, when certificates
evidencing the Shares have been duly executed, countersigned, registered,
issued and delivered in accordance with the terms of the Plan and the
respective stock option agreements thereunder, the Shares will be duly and
validly issued and outstanding, fully paid and non-assessable shares of Common
Stock of the Company.
We are members of the Bar of the State of Georgia. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia, the General
Corporation Law of the State of Delaware and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion or copies
thereof as an exhibit to the registration statement referred to above.
Very truly yours,
TROUTMAN SANDERS, LLP
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Actava Group Inc. 1991 Non-Employee Director Stock
Option Plan of our report dated March 10, 1995, with respect to the
consolidated financial statements and schedule of The Actava Group Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1994.
Ernst & Young LLP
Atlanta, Georgia
July 26, 1995
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