<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
LIBERTY LIVEWIRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-1679856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
520 BROADWAY
SANTA MONICA, CALIFORNIA 90401
(Address of Principal Executive Offices) (Zip Code)
EMPLOYEE BONUS AGREEMENT
(Full title of the plan)
MARCUS O. EVANS, ESQ.
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
LIBERTY LIVEWIRE CORPORATION
520 BROADWAY
SANTA MONICA, CALIFORNIA 90401
(Name and address of agent for service)
(310) 434-7000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share..................................... 24,659 SHARES $6.74 $165,708 $41.43
========================================================================================================================
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(h) AND RULE 457(c) OF THE ACT ON THE BASIS OF THE
AVERAGE OF THE HIGH AND LOW SALES PRICES REPORTED ON THE NASDAQ NATIONAL
MARKET ON DECEMBER 22, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information specified in Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this Form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Liberty Livewire Corporation, a Delaware corporation (the
"Corporation"), hereby incorporates by reference in this Registration Statement
the following documents filed by the Corporation with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
(a)(i) The Corporation's Annual Report on Form 10-K for the fiscal year
ended August 31, 1999, filed with the Commission on December 10,
1999;
(ii) The Corporation's Amended Annual Report on Form 10-K/A for the
fiscal year ended August 31, 1999, filed with the Commission on
January 13, 2000;
(b)(i) The Corporation's Quarterly Reports on Form 10-Q for the fiscal
quarters ended November 30, 1999, February 29, 2000, May 31,
2000 and September 30, 2000, filed with the Commission on
January 13, 2000, April 14, 2000, July 17, 2000 and November 14,
2000, respectively;
(ii) The Corporation's Transition Report on Form 10-QT for the
transition period from September 1, 1999 to December 1, 1999,
filed with the Commission on September 25, 2000;
(iii) The Corporation's Current Reports on Form 8-K, filed with the
Commission on June 9, 2000, June 13, 2000, July 14, 2000, August
3, 2000, August 9, 2000 and August 17, 2000;
(c)(i) The description of the Corporation's Common Stock contained in
the Registrant's Information Statement on Schedule 14C, filed
with the Commission on May 6, 1996; and
(ii) The description of the Corporation's Common Stock, as
reclassified, contained in AT&T Corp.'s Form S-4, Registration
No. 333-36458, filed with the Commission on May 5, 2000.
All documents filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides,
generally, that a corporation shall have the 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 (except actions by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the DGCL provides, generally, that the certificate
of incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation 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 Title 8 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. No such provision may eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision became
effective.
Article V, Section E of the Corporation's Restated Certificate of
Incorporation provides as follows:
"1. Limitation On Liability.
To the fullest extent permitted by the DGCL as the same exists
or may hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director. Any
repeal or modification of this Section E.1 shall be prospective
only and shall not adversely affect any limitation, right or
protection of a director of the Corporation existing at the time
of such repeal or modification.
2. Indemnification.
(a) Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be
amended, any person who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (a "proceeding") by reason of the fact that he, or
a person
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for whom he is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss
suffered and expenses (including attorneys' fees) reasonably
incurred by such person. Such right of indemnification shall
inure whether or not the claim asserted is based on matters
which antedate the adoption of this Section E. The Corporation
shall be required to indemnify or make advances to a person in
connection with a proceeding (or part thereof) initiated by such
person only if the proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.
(b) Advance Payment of Expenses. The Corporation shall pay
the expenses (including attorneys' fees) incurred by a director
or officer in defending any proceeding, as incurred, in advance
of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the
final disposition of the proceeding shall be made only upon
receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that
the director or officer is not entitled to be indemnified under
this Section E.2 or otherwise.
(c) Claims. If a claim for indemnification or payment of
expenses under this Section E.2 is not paid in full within 60
days after a written claim therefor has been received by the
Corporation, the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting such
claim. In any such action the Corporation shall have the burden
of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
(d) Non-Exclusivity of Rights. The rights conferred on any
person by this Section E.2 shall not be exclusive of any other
rights which such person may have or hereafter acquire under any
statute, provision of this Certificate, the Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
(e) Other Indemnification. The Corporation's obligation, if
any, to indemnify any person who was or is serving at its
request as a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint
venture, trust, enterprise or nonprofit entity shall be reduced
by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust,
enterprise or nonprofit entity.
3. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of this
Section E shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 99.6 of the
Corporation's Current Report on Form 8-K, dated June 12, 2000).
4.2 Bylaws of the Corporation (incorporated herein by reference to
Exhibit 99.7 of the Corporation's Current Report on Form 8-K,
dated June 12, 2000).
5 Opinion of Baker Botts L.L.P.
23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included herein on page II-7).
ITEM 9. UNDERTAKINGS.
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant 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.
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(4) 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.
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 provisions described under Item 6 above, 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE> 8
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 Santa Monica, State of California, on December
29, 2000.
LIBERTY LIVEWIRE CORPORATION
By: /s/ Marcus O. Evans
-----------------------------------
Name: Marcus O. Evans
Title: Executive Vice President,
General Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marcus O. Evans, his true and lawful
attorney-in-fact and agent with full power of substitution and re-substitution
for him and in his name, place and stead, in any and all capacities, to sign any
or 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, to all intents and purposes and as fully as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
(which persons constitute a majority of the Board of Directors) in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David P. Beddow Chief Executive Officer and December 29, 2000
----------------------- Director
(David P. Beddow)
/s/ Salah M. Hassanein Director December 29, 2000
-----------------------
(Salah M. Hassanein)
/s/ David P. Malm Director December 29, 2000
---------------------
(David P. Malm)
/s/ Sydney Pollack Director December 29, 2000
-----------------------
(Sydney Pollack)
/s/ Robert T. Walston President, Chief Operating December 29, 2000
--------------------- Officer and Director
(Robert T. Walston)
/s/ Jeffrey J. Marcketta Executive Vice President and December 29, 2000
----------------------------- Chief Financial Officer
(Jeffrey J. Marcketta) (Principal Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Corporation (incorporated herein by
reference to Exhibit 99.6 of the Corporation's Current Report on Form 8-K, dated
June 12, 2000).
4.2 Amended and Restated Bylaws of the Corporation (incorporated herein by
reference to Exhibit 99.7 of the Corporation's Current Report on Form 8-K, dated
June 12, 2000).
5 Opinion of Baker Botts L.L.P.
23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included herein on page II-7).
</TABLE>
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