As filed with the Securities and Exchange Commission on October 9, 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)
METROMEDIA INTERNATIONAL GROUP, INC.
1996 INCENTIVE STOCK 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
$1.00 per share 8,000,000 (2) $11.50 $92,000,000 $27,879
</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. (the
"Company") as reported on the American Stock Exchange Composite Tape on
October 4, 1996.
(2) Consists of 8,000,000 shares of Common Stock to be issued to selected
key employees, officers and directors of the Company, upon the exercise by
such employees, officers and directors of options granted to them pursuant to
the Company's 1996 Incentive Stock Plan.
<PAGE>
EXPLANATORY NOTE
The Section 10(a) prospectuses being delivered by Metromedia
International Group, Inc. (the "Company") to participants in the Company's
1996 Incentive Stock Plan (the "Plan") as required by Rule 428 under the
Securities Act of 1933, as amended (the "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 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 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 the quarter ended March 31, 1996 (File
No. 1-5706).
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and Form 10-Q/A Amendment No. 1 filed August 16, 1996,
amending the Company's Form 10-Q for the quarter ended June 30, 1996 (File No.
1-5706).
4. The Company's Current Report on Form 8-K dated January 31, 1996
(File No. 1-5706).
5. The Company's Current Report on Form 8-K dated April 29, 1996
(File No. 1-5706).
6. The Company's Current Report on Form 8-K dated July 2, 1996
(File No. 1-5706).
7. The consolidated financial statements and related schedules of
The Actava Group, Inc. (now known as MIG) included in the 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 on July
13, 1995, amending the Company's Form 10-K for the fiscal year ended December
31, 1994 (File No. 1-5706).
8. 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, as
amended (the "Exchange Act") 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.
<PAGE>
2
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 Delaware Law, 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 Incorporation 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* 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.
<PAGE>
3
23.2* 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.
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 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; 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 Act, as amended, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's Restated 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 (the "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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of East Rutherford, State of New Jersey.
METROMEDIA INTERNATIONAL GROUP, INC.
By: /s/ARNOLD L. WADLER
Arnold L. Wadler
Senior Vice President, General Counsel and
Secretary
Date: October 9, 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 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 Act, this Registration Statement has
been signed by the following persons on behalf of the Registrant and in the
capacities indicated on the 9th day of October, 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
John D. Phillips Officer)
<PAGE>
6
/s/ SILVIA KESSEL Senior Vice President,
- ----------------------- Chief Financial Officer
Silvia Kessel and Director
(Principal Financial
Officer)
/s/ ARNOLD L. WADLER Senior Vice President,
- ----------------------- General Counsel and
Arnold L. Wadler Director
/s/ ROBRT A. MARESCA Senior Vice President
- ----------------------- (Principal Accounting
Robert A. Maresca Officer)
/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 Incorporation 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* 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.
23.2* 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
[PAUL, WEISS, RIFKIND, WHARTON & GARRISON]
(212) 373-3000
(212) 757-3990
October 9, 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 8,000,000 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 Company's 1996 Incentive Stock Plan (the "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 Plan and (v) all
such corporate records, agreements
<PAGE>
9
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 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>
10
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 the use of 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, incorporated herein by reference.
KPMG Peat Marwick LLP
New York, New York
October 2, 1996
