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As filed with the Securities and Exchange Commission on June 2, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
Registration Statement
Under
The Securities Act of 1933
_______________
BLOCKBUSTER ENTERTAINMENT CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 75-1849418
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
(Address of principal executive offices) (Zip Code)
Blockbuster Entertainment Corporation 1994 Stock Option Plan
(full title of plan)
Thomas W. Hawkins
Senior Vice President, General Counsel & Secretary
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
(Name and address of agent for service)
(305) 832-3000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of Proposed maximum Proposed maximum
Securities to Amount to be offering price aggregate Amount of
be registered registered per share (1) offering price (1) registration fee (1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 15,000,000
$0.10 par value Shares $25.50 to $26.75 $394,879,856 $136,165.47
============================================================================================================
</TABLE>
(1) Calculated in accordance with Rule 457(h) on the basis of the exercise
prices of options granted (5,096,115 shares at $25.50) and, with
respect to shares not subject to options granted, in accordance with
Rule 457(c) on the basis of the average of the high and low sales
prices of the Company's Common Stock on May 25, 1994.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register
15,000,000 shares of Common Stock, par value $.10 per share (the "Common
Stock"), of Blockbuster Entertainment Corporation, for issuance upon the
exercise of options to be granted under the Blockbuster Entertainment
Corporation 1994 Stock Option Plan.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In accordance with the note which precedes the instructions to
Part I of Form S-8, the prospectus has not been filed with the Securities and
Exchange Commission either as part of this registration statement or as a
prospectus or prospectus supplement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission by Blockbuster Entertainment Corporation (the "Company")
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993, (2) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994, (3) the Company's Current
Report on Form 8-K dated May 5, 1994, and (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated April 3, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered 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 a part hereof from the date of filing of such
documents. Any statement contained in a document all or a portion of which is
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 which also is or is deemed to be 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.
ITEM 5. EXPERTS.
The validity of the Common Stock offered hereby will be passed upon for
the Company by Thomas W. Hawkins, Senior Vice President, General Counsel and
Secretary of the Company. As of June 1, 1994, Mr. Hawkins had an aggregate
beneficial ownership of 60,147 shares of Common Stock (including shares subject
to stock options exercisable within 60 days of such date) and additional
options to purchase 249,080 shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "GCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person in connection with any action, suit or proceeding brought or
threatened by reason of the fact that he is or was a director, officer,
employee or agent of the Company. The GCL also provides that the Company may
purchase indemnification insurance on behalf of any such director, officer,
employee or agent. Section 8 of the Certificate of Incorporation and Article
VII of the Company's by-laws provide for the indemnification by the Company of
each director, officer, employee or agent of the Company to the full extent
permitted by the GCL.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Number and Description of Exhibit
3(i)(a) Certificate of Incorporation of the Registrant as amended through May
15, 1990 (incorporated by reference to Exhibit 3(i) to the
Registrant's Registration Statement No. 33-50867 on Form S-3).
3(i)(b) Certificate of Amendment of Registrant's Certificate of Incorporation.
3(ii) Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3(ii) to the Registrant's Registration Statement
No. 33-50867 on Form S-3).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement No. 33-17479
on Form S-1).
4.2 Indenture dated as of February 1, 1993 between Registrant and
Continental Bank, National Association, as Trustee (incorporated by
reference to Exhibit 2 to the Registrant's Form 8-A filed on February
10, 1993).
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4.3 Specimen Certificate for Registrant's 6-5/8% Senior Note due February
15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
Form 8-A filed on February 10, 1993).
5 Opinion of legal counsel (including consent).
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of legal counsel (included in Exhibit 5).
99 Blockbuster Entertainment Corporation 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.35 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993).
ITEM 9. UNDERTAKINGS.
(a) 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;
(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 registration statement is on Form S-3 or Form S-8,
and 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
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a
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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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
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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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on June 2, 1994.
BLOCKBUSTER ENTERTAINMENT CORPORATION
By: /s/ H. WAYNE HUIZENGA
-----------------------------------
H. Wayne Huizenga
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ H. WAYNE HUIZENGA Chairman of the Board and June 2, 1994
- --------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ STEVEN R. BERRARD Vice Chairman, President June 2, 1994
- --------------------- and Chief Operating Officer
Steven R. Berrard
/s/ GEORGE D. JOHNSON, JR. Director and President - June 2, 1994
- -------------------------- Domestic Consumer Division
George D. Johnson, Jr.
/s/ GREGORY K. FAIRBANKS Senior Vice President, Treasurer and June 2, 1994
- ------------------------ Chief Financial Officer
Gregory K. Fairbanks (Principal Financial Officer)
[Signatures continued on next page]
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[Signatures continued from previous page]
/s/ ALBERT J. DETZ Vice President June 2, 1994
- ------------------ and Corporate Controller
Albert J. Detz (Principal Accounting Officer)
/s/ A. CLINTON ALLEN, III Director June 2, 1994
- -------------------------
A. Clinton Allen, III
/s/ JOHN W. CROGHAN Director June 2, 1994
- -------------------
John W. Croghan
/s/ DONALD F. FLYNN Director June 2, 1994
- -------------------
Donald F. Flynn
/s/ JOHN J. MELK Director June 2, 1994
- -----------------
John J. Melk
-7-
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BLOCKBUSTER ENTERTAINMENT CORPORATION
EXHIBIT INDEX
Number and Description of Exhibit
3(i)(a) Certificate of Incorporation of the Registrant as amended through May
15, 1990 (incorporated by reference to Exhibit 3(i) to the
Registrant's Registration Statement No. 33-50867 on Form S-3).
3(i)(b) Certificate of Amendment of Registrant's Certificate of Incorporation.
3(ii) Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3(ii) to the Registrant's Registration Statement
No. 33-50867 on Form S-3).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.3 to the Registrant's Registration Statement No. 33-17479
on Form S-1).
4.2 Indenture dated as of February 1, 1993 between Registrant and
Continental Bank, National Association, as Trustee (incorporated by
reference to Exhibit 2 to the Registrant's Form 8-A filed on February
10, 1993).
4.3 Specimen Certificate for Registrant's 6-5/8% Senior Note due February
15, 1998 (incorporated by reference to Exhibit 1 to the Registrant's
Form 8-A filed on February 10, 1993).
5 Opinion of legal counsel (including consent).
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of legal counsel (included in Exhibit 5).
99 Blockbuster Entertainment Corporation 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.35 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993).
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EXHIBIT 3(i)(b)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BLOCKBUSTER ENTERTAINMENT CORPORATION, a corporation duly organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation is Blockbuster Entertainment
Corporation (the "Corporation").
SECOND: Section 4 of the Certificate of Incorporation, as amended, of
the Corporation is hereby amended as follows:
"4. The total number of shares of common stock, $.10 par value per
share, which the Corporation has the authority to issue is
800,000,000."
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Steven R. Berrard, its President, and Thomas W. Hawkins, its
Secretary, this 1st day of June, 1994.
BLOCKBUSTER ENTERTAINMENT
CORPORATION, A Delaware
corporation
Attest: /s/ Thomas W. Hawkins By: /s/ Steven R. Berrard
--------------------- ---------------------
Thomas W. Hawkins Steven R. Berrard
Its: Secretary Its: President
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EXHIBIT 5
June 2, 1994
The Board of Directors
Blockbuster Entertainment Corporation
One Blockbuster Plaza
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
I have represented Blockbuster Entertainment Corporation (the "Company") in
connection with the preparation of a registration statement on Form S-8 (the
"Registration Statement"), filed under the Securities Act of 1933, as amended,
for the purpose of registering 15,000,000 shares (the "Shares") of common
stock, $.10 par value, of the Company. I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such corporate and
other records, instruments, certificates and other documents as I deemed it
necessary to examine for the purpose of this opinion.
Based on such information, I am of the opinion that the Shares, when issued,
will constitute legally issued, fully paid and non-assessable shares of common
stock, $.10 par value, of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Registration Statement. In giving this consent, I do not admit
that I am within the category of persons whose consent is required by Section 7
of the Securities Act of 1933.
Very truly yours,
/s/ Thomas W. Hawkins
- ---------------------
Thomas W. Hawkins
General Counsel
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
March 23, 1994 included in Blockbuster Entertainment Corporation's Form 10-K
for the year ended December 31, 1993.
ARTHUR ANDERSEN & CO.
Fort Lauderdale, Florida,
May 31, 1994.
