As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
METROMEDIA INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-0971455
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
945 East Paces Ferry Road
Suite 2210
Atlanta, Georgia 30326
(404) 261-6190
(Address of Principal Executive Offices) (Zip Code)
THE SAMUEL GOLDWYN COMPANY STOCK AWARDS PLAN, AS AMENDED
(Full titles of the plans)
Arnold L. Wadler
Metromedia International Group, Inc.
c/o Metromedia Company
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Name and address of agent for service)
(201) 531-8000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Securities to be Registered Registered Price Per Share(1) Aggregate Offering Price(1) Registration Fee
Common Stock, par value
$1.00 per share 220,666 (2) $11.9375 $2,634,200.38 $708.34
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"). The Proposed Maximum Offering Price was
determined by averaging the high and low prices of the Common Stock, $1.00 per
share par value ("Common Stock"), of Metromedia International Group, Inc.
("MIG") as reported on the American Stock Exchange Composite Tape on June 28,
1996.
(2) The amount of shares to be registered has been determined based on the
product of 661,667 shares of The Samuel Goldwyn Company common stock issued
pursuant to outstanding options under The Samuel Goldwyn Company Stock Awards
Plan, as amended, multiplied by an exchange ratio of .3335, as determined
pursuant to the Agreement and Plan of Merger, dated January 31, 1996 by and
among Metromedia International Group, Inc., SCG Merger Corp., and The Samuel
Goldwyn Company, as amended.
<PAGE>
EXPLANATORY NOTE
Pursuant to the Agreement and Plan of Merger dated January 31, 1996
(as amended, the "Merger Agreement"), by and among Metromedia International
Group, Inc. (the "Company"), SGC Merger Corp. ("SGC Mergerco") and The Samuel
Goldwyn Company ("Goldwyn"), relating to the merger of SGC Mergerco with and
into Goldwyn (the "Merger"), at the Effective Time (as defined in the Merger
Agreement), each holder of an option (the "Goldwyn Options") exercisable for
shares of Goldwyn's common stock, par value $.20 per share, issued pursuant to
The Samuel Goldwyn Company Stock Awards Plan (as amended, the "Awards Plan")
will receive, by virtue of the Merger and without any action on the part of
the holder thereof, options exercisable for shares of the Company's common
stock, par value $1.00 per share (the "Common Stock") with the same terms and
conditions as the Goldwyn Options immediately prior to the Effective Time
except that (i) the exercise price and the number of shares issuable upon
exercise shall be divided and multiplied, respectively, by the Exchange Ratio
(as defined in the Merger Agreement) and (ii) all of the Goldwyn Options will
become immediately exercisable in accordance with their terms.
The Section 10(a) prospectuses being delivered by the Company to
participants in the Awards Plan as required by Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), have been prepared in
accordance with the requirements of Form S-8 and relate to shares of Common
Stock which have been reserved for issuance pursuant to the Awards Plan. The
information regarding the Plan required in the Section 10(a) prospectuses is
included in documents being maintained and delivered by the Company as
required by Rule 428 under the Securities Act. The Company shall provide to
participants in the Awards Plan a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Metromedia International Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, Form 10-K/A Amendment No. 1 filed on April 29, 1996 and
Form 10-K/A Amendment No. 2 filed May 30, 1996, amending the Company's Form
10-K for the year ended December 31, 1995 (File No. 1-5706).
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996 and Form 10-Q/A Amendment No. 1 filed June 25, 1996,
amending the Company's Form 10-Q for fhe quarter ended March 31, 1996 (File
No. 1-5706).
3. The Company's Current Report on Form 8-K dated January 31, 1996
(File No. 1-5706).
4. The Company's Current Report on Form 8-K dated April 29, 1996
(File No. 1-5706).
<PAGE>
2
5. The description of the Company's Common Stock contained in its
registration statement on Form 8-A, as filed with the Commission on November
1, 1995, including any amendment or report filed for the purpose of amending
such description (File No. 1-5706).
In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and 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 herein and made a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware Corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include judgments,
fines, amounts paid in settlement and expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests, and, with respect to criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify its officers and directors against expenses actually
and reasonably incurred by them in connection with an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify
him against the expenses which such officer or director actually and
reasonably incurred in connection therewith.
Section 102(b)(7) of the Delaware Law further provides that a
corporation in its certificate of incorpora-tion may eliminate or limit the
personal liability of its directors to the corporation or its stockholders for
breach of their fiduciary duties in certain circumstances.
In accordance with Section 145 of the Delaware Law, the Company's
Restated Certificate of Incorporation provides that the Company shall
indemnify its officers and directors against, among other things, any and all
judgments, fines, penalties, amounts paid in settlements and expenses paid or
incurred by virtue of the fact that such officer or director was acting in
such capacity to the extent not prohibited by law.
In addition, as permitted by Section 102(b)(7) of the Delaware Law,
the Company's Restated Certificate of Incorporation contains a provision
limiting the personal liability of the Company's directors for violations of
their fiduciary duties to the fullest extent permitted by the
<PAGE>
3
Delaware Law.
This provision eliminates each director's liability to the Company or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which a director derived an improper personal benefit. The
general effect of this provision is to eliminate a director's personal
liability for monetary damages for actions involving a breach of his or her
fiduciary duty of care, including any such actions involving gross negligence.
Also, in accordance with the Delaware Law and pursuant to the
Company's Restated Certificate of Incorporation, the Company is authorized to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Company would have the power to indemnify such person against liability under
the Delaware Law.
The Company has entered into agreements (the "Indemnification
Agreements") with certain directors and officers of the Company (the
"Indemnified Parties") which require the Company to indemnify each Indemnified
Party against, and to advance expenses incurred by each Indemnified Party in
the defense of, any claim arising out of his or her employment to the fullest
extent permitted under law. The Indemnification Agreements also provide,
among other things, for (i) advancement by the Company of expenses incurred by
the director or officer in defending certain litigation, (ii) the appointment
of an independent legal counsel to determine whether the director or officer
is entitled to indemnity and (iii) the continued maintenance by the Company of
directors' and officers' liability insurance providing each director or
officer who is a party to any such agreement with $5 million of primary
coverage and an excess policy providing $5 million of additional coverage.
These Indemnification Agreements were approved by the stockholders at the
Company's 1993 Annual Meeting of Stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibits
4.1 Restated Certificate of Incorpo-ration of the Company (Exhibit 3(a)
to Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-laws of the Company (Exhibit 3(b) to Registration
Statement on Form S-3 (Registration No. 33-63853)).
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the
Company, regarding the legality of the Common Stock being registered.
23.1* Consent of KPMG Peat Marwick LLP regarding the Registrant.
23.4* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 5).
24* Power of Attorney (included on page 6 of this Registration
Statement).
<PAGE>
4
_____________________
* Filed herewith.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) 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 material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement; (ii) that, for the purpose of
determining any liability under the Secu-rities 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; and (iii) to remove from regis-tration by means of a post-effective
amendment any of the securities being registered 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, as amended,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of the registrant pursuant to the registrant's
Certificate of Incorporation or by-laws, by contract, 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.
<PAGE>
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-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.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ John D. Phillips
---------------------
John D. Phillips
President and Chief Executive Officer
Date: July 2, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Silvia
Kessel, Arnold L. Wadler and Robert A. Maresca, such person's true and lawful
attorney-in-fact and agent with full power of substitution for such person and
in such person's name, place and stead, in any and all capacities, to sign and
to file with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, with exhibits
thereto and other documents in connection therewith, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or any substitute therefor, 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 on behalf of
the Registrant and in the capacities indicated on the 2nd day of July, 1996.
SIGNATURES TITLE
/s/ JOHN W. KLUGE Chairman of the Board
- ------------------------
John W. Kluge
/s/ STUART SUBOTNICK Vice Chairman of the Board
- ------------------------
Stuart Subotnick
/s/ JOHN D. PHILLIPS President and Chief Executive Officer
- ------------------------ Director (Principal Executive Officer)
John E. Phillips
/s/ SILVIA KESSEL Senior Vice President, Chief Financial Officer
- ------------------------ and Director (Principal Financial Officer)
Silvia Kessel
<PAGE>
6
/s/ ARNOLD L. WADLER Senior Vice President, General Counsel and
- ------------------------ Director
Arnold L. Wadler
/s/ ROBERT A. MARESCA Senior Vice President (Principal Accounting
- ------------------------ Officer)
Robert A. Maresca
/s/ JOHN P. IMLAY, JR. Director
- ------------------------
John P. Imlay, Jr.
/s/ CLARK A. JOHNSON Director
- ------------------------
Clark A. Johnson
/s/ CARL E. SANDERS Director
- -------------------------
Carl E. Sanders
/s/ RICHARD J. SHERWIN Director
- --------------------------
Richard J. Sherwin
/s/ LEONARD WHITE Director
- --------------------------
Leonard White
<PAGE>
7
INDEX TO EXHIBITS
Exhibits
4.1 Restated Certificate of Incorpo-ration of the Company (Exhibit 3(a) to
Registration Statement on Form S-3 (Registration No. 33-63853)).
4.2 Restated By-laws of the Company (Exhibit 3(b) to Registration Statement
on Form S-3 (Registration No. 33-63853)).
5.1* Opinion of Paul, Weiss, Rifkind, Wharton & Garrison, counsel to the
Company, regarding the legality of the Common Stock being registered.
23.1* Consent of KPMG Peat Marwick LLP regarding the Registrant.
23.4* Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
Exhibit 5).
24* Power of Attorney (included on page 6 of this Registration Statement).
___________________
* Filed herewith.
EXHIBIT 5.1
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
(212) 757-3990
July 2, 1996
Metromedia International Group, Inc.
c/o Metromedia Company
One Meadowlands Plaza
East Rutherford, NJ 07073
Metromedia International Group, Inc.
Ladies and Gentlemen:
Metromedia International Group, Inc., a Delaware corporation (the
"Company"), has requested us to provide this opinion in connection with its
filing of a registration statement on Form S-8 (the "Registration Statement")
relating to 220,666 shares of common stock, par value $1.00 per share, of the
Company (the "Shares"), to be issued upon exercise of the options granted
under The Samuel Goldwyn Company 1991 Stock Awards Plan, as amended (the
"Awards Plan").
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, (ii) the Restated Certificate of Incorporation of the
Company, (iii) the Restated By-laws of the Company, (iv) the Awards Plan and
(v) all such corporate records, agreements
<PAGE>
Metromedia International Group Inc.:
and other instruments of the
Company, and all such other documents, as we have considered necessary in
order to form a basis for the opinion expressed herein. As to certain matters
of fact, we have relied on representations, statements or certificates of
officers of the Company and of public authorities.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other
documents, the authenticity of all of such latter documents and the legal
capacity of all individuals who have executed any of the aforesaid documents.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications stated herein, we are of the opinion that, when issued in
accordance with the terms of the Awards Plan, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the General Corporation
Law of the State of Delaware. Please be advised that no member of this firm
is admitted to practice in the State of Delaware. Our opinion is rendered
only with respect to the laws and the rules, regulations and orders thereunder
which are currently in effect.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we come
<PAGE>
Metromedia International Group Inc.:
within the category of persons whose consent is required by the Securities Act
of 1933, as amended, or the rules promulgated under such Act.
Very truly yours,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Metromedia International Group Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Metromedia International Group, Inc. filed on July 2, 1996 of our
report dated February 29, 1996, except as to Note 15, which is as of April 29,
1996, relating to the consolidated balance sheets of Metromedia International
Group, Inc. and subsidiaries as of December 31, 1995, and February 28, 1995,
and the related consolidated statements of operations, common stock,
paid-in-surplus and accumulated deficit, and cash flows for the year ended
December 31, 1995, and for each of the years in the two year period ended
February 28, 1995 and all related schedules, which report appears in the
December 31, 1995, annual report on Form 10-K of Metromedia International
Group, Inc.
KPMG Peat Marwick LLP
New York, New York
July 2, 1996
