As filed with the Securities and Exchange Commission on April 5, 1996
Registration No. 33-
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)
METROMEDIA INTERNATIONAL TELECOMMUNICATIONS, INC.
1994 STOCK OPTION PLAN
(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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock, par value 593,783 (2) $13.5625 $8,053,181.90 $1610.64
$1.00 per share
</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 April 3, 1996.
(2) Consists of 593,783 shares of Common Stock to be issued to certain
employees, agents and directors of, and consultants to, MIG's wholly-owned
subsidiary, Metromedia International Telecommunications, Inc. ("MITI"),
upon the exercise by such employees of options granted to them pursuant
to the MITI 1994 Stock Option Plan, which options were converted into
options to acquire shares of Common Stock in connection with the
November 1, 1995 merger of MITI with and into a subsidiary of MIG
(the "MITI-MIG Merger").
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectuses being delivered by Metromedia
International Group, Inc. (the "Company") to participants in the
Metromedia International Telecommunications, Inc. 1994 Stock Option Plan
(the "MITI Stock Option 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, par value $1.00 per share, of the Company (the
"Common Stock") which have been reserved for issuance pursuant to the
MITI Stock Option 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 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 fiscal
year ended December 31, 1995 (File No. 1-5706);
2. The Company's Current Report on Form 8-K dated January 31,
1996 (File No. 1-5706); and
3. The description of the Company's Common Stock, par value
$1.00 per share, contained in the Company's Registration Statement on
Form 8-A, dated November 1, 1995, including any amendment or report filed
for the purpose of updating such description (File No. 1-5706).
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Act of 1934, as amended, subsequent
to the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities registered
<PAGE>
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of 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 incorporation 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.
<PAGE>
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 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.
In addition, 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
<PAGE>
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 Incorporation of the Company, as
amended (incorporated by reference from the Company's
Registration Statement on Form S-3 (Registration No. 33-
63853)).
4.2 -- By-laws of the Company, as amended (incorporated by reference
from the Company's 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.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included
in Exhibit 5).
24 -- Power of Attorney (included on signature page).
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes: (i) 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 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 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
<PAGE>
time shall be deemed to be the
initial bona fide offering thereof; and (iii) 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) 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>
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 East
Rutherford, State of New Jersey, on April 5, 1996.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /S/ ARNOLD L. WADLER
------------------------------------------
Arnold L. Wadler
Senior Vice President, General Counsel and
Secretary
We, the undersigned officers and directors of Metromedia
International Group, Inc., hereby severally constitute Silvia Kessel,
Arnold L. Wadler and Robert A. Maresca our true and lawful attorneys, and
each of them singly, with full power to sign for us and in our names in
the capacities indicated below, any and all amendments, including post-
effective amendments, to this registration statement, and generally do
all such things in our name and behalf in such capacities to enable
Metromedia International Group, Inc. to comply with the applicable
provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorney to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
/s/ John W. Kluge Chairman of the Board April 5, 1996
- -----------------------
John W. Kluge
/s/ Stuart Subotnick Vice Chairman of the Board April 5, 1996
- -----------------------
Stuart Subotnick
<PAGE>
/s/ John D. Phillips President, Chief Executive April 5, 1996
- ----------------------- Officer and Director
John D. Phillips (Principal Executive
Officer)
/s/ Silvia Kessel Senior Vice President, April 5, 1996
- ----------------------- Chief Financial Officer,
Silvia Kessel Treasurer and Director
(Principal Financial
Officer)
/s/ Robert A. Maresca Senior Vice President April 5, 1996
- ----------------------- (Principal Accounting
Robert A. Maresca Officer)
/s/ Arnold L. Wadler Senior Vice President, April 5, 1996
- ----------------------- General Counsel and
Arnold L. Wadler Director
/s/ John P. Imlay, Jr. Director April 5, 1996
- -----------------------
John P. Imlay, Jr.
/s/ Clark A. Johnson Director April 5, 1996
- -----------------------
Clark A. Johnson
/s/ Carl E. Sanders Director April 5, 1996
- -----------------------
Carl E. Sanders
/s/ Richard J. Sherwin Director April 5, 1996
- -----------------------
Richard J. Sherwin
/s/ Leonard White Director April 5, 1996
- -----------------------
Leonard White
<PAGE>
INDEX TO EXHIBITS
EXHIBITS
4.1 -- The Restated Certificate of Incorporation of the
Company, as amended (incorporated by reference
from the Company's Registration Statement on Form
S-3 (Registration No. 33-63853)).
4.2 -- The By-laws of the Company (incorporated by
reference from the Company's 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.
23.2 -- Consent of Paul, Weiss, Rifkind, Wharton &
Garrison (included in Exhibit 5).
24 -- Power of Attorney (included on signature page).
April 1, 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 593,783 shares of common stock, par
value $1.00 per share, of the Company (the "Shares") to be issued to
certain employees, agents and directors of, and consultants to, the
Company's wholly-owned subsidiary, Metromedia International
Telecommunications, Inc. ("MITI"), pursuant to the MITI 1994 Stock Option
Plan (the "MITI Stock Option 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 By-laws of the Company, (iv) the MITI Stock Option
Plan, and (v) all such corporate records, agreements 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 MITI Stock Option 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 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
ACCOUNTANT'S CONSENT
The Board of Directors and Stockholders
Metromedia International Group, Inc.
We consent to the use of our report incorporated herein by reference in the
Registration Statement on Form S-8 (No. 33- ).
/S/ KPMG Peat Marwick LLP
New York, New York
April 5, 1996
