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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KING WORLD PRODUCTIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2565808
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
1700 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
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KING WORLD PRODUCTIONS, INC.
AMENDED AND RESTATED
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
(Full title of the Plan)
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Stephen W. Palley
Executive Vice President
and Chief Operating Officer
King World Productions, Inc.
1700 Broadway
New York, New York 10019
(Name and address of agent for service)
(212) 315-4000
(Telephone number, including area code, of agent for service)
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Copies to:
MARK J. TANNENBAUM, ESQ.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, N. Y. 10111
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,500,000 shs. $39.44 $59,156,250 $20,399
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</TABLE>
(1) Calculated pursuant to Rule 457(c) and 457(h) using the average of the
high and low prices reported on the New York Stock Exchange on July
20, 1994.
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EXPLANATORY NOTE
This Registration Statement relates to the offering of
additional shares of Common Stock issuable pursuant to the Registrant's Amended
and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan"). The
Registrant's Registration Statement on Form S-8 (No. 33-30694) relating to the
Company's 1989 Stock Option and Restricted Stock Purchase Plan is incorporated
herein by reference. Under cover of this Form S-8 is a Reoffer Prospectus
prepared in accordance with the requirements of Part I of Form S-3. The S-3
Reoffer Prospectus may be utilized for reofferings of Common Stock issuable to
certain Selling Shareholders through participation in the Plan.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the securities being
registered.
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5).
23.2 Consent of Arthur Andersen & Co.
24 Powers of Attorney (included on signature page hereto).
</TABLE>
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REOFFER PROSPECTUS
KING WORLD PRODUCTIONS, INC.
565,888 SHARES
COMMON STOCK
This Prospectus relates to 565,888 shares of Common Stock,
$.01 par value ("Common Stock"), of King World Productions, Inc. (the "Company"
or "King World") which are issuable pursuant to awards ("Awards") made under
the Company's Amended and Restated Stock Option and Restricted Stock Purchase
Plan (the "Plan") to selected employees of the Company. Such shares may be
offered and sold, from time to time, on the over-the-counter market or such
national securities exchange upon which the Common Stock is traded at the time
of such sales, at prices prevailing at the time of such sales, or in negotiated
transactions. The Company will not receive any of the proceeds from such
sales. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange. On
July 20, 1994, the closing price of the Common Stock was $39 1/2 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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No person has been authorized to give any information or make
any representation other than is contained in this Prospectus, and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained herein is correct as of
any time subsequent to its date.
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The date of this Prospectus is July 22, 1994.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . 1
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . 2
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . . . . . . 3
Validity of the Shares . . . . . . . . . . . . . . . . . . . . . . 3
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
(ii)
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement (the "Registration
Statement") under the Securities Act of 1933 with respect to the shares of
Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement. For further information,
reference is made to the Registration Statement and to the exhibits filed
therewith. Each statement made in this Prospectus referring to a document
filed as an exhibit to the Registration Statement or incorporated herein by
reference is qualified by reference to such document.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Commission. Reports,
proxy statements and other information filed by the Company can be inspected
and copied at public reference facilities maintained by the Commission at 450
Fifth Street, N.W., in Washington, D.C., and at the Commission's Regional
Offices located at 7 World Trade Center, 13th Floor, New York, New York 10048
and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Common Stock of the Company is listed on the New York
Stock Exchange. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected at said exchange.
The Company will promptly furnish, without charge, to each
person to whom this Prospectus is delivered, upon written request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (other than exhibits to such information, unless
such exhibits are specifically incorporated by reference into such
information). Requests for such copies should be directed to Leonard S.
Spilka, King World Productions, Inc., c/o King World Corporation, 830 Morris
Turnpike, Short Hills, New Jersey 07078.
1
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SELLING STOCKHOLDERS
The Selling Stockholders are offering hereby 565,888 shares
of Common Stock which have previously been acquired by them or are issuable to
them pursuant to Awards made under the Plan. There is no assurance that any of
the Selling Stockholders will offer for sale or sell any or all of the Common
Stock offered by them pursuant to this Prospectus.
The following table sets forth certain information with
respect to the Selling Stockholders as of July 20, 1994.
<TABLE>
<CAPTION>
Shares
Beneficially Shares
Position with Owned Prior Offered
Name the Company to Offering (1) Hereby
- ---- ------------- --------------- -------
Number Percent
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<S> <C> <C> <C> <C>
Stephen W. Palley Executive Vice 298,000 .8% 298,000
President and
and Chief Operating
Officer
Steven R. Hirsch President, 142,000 .3% 142,000
Camelot Entertainment
Sales Inc.
Steven A. LoCascio Controller 65,000 .1% 65,000
Jeffrey E. Epstein Former Chief Financial 26,250 * 26,250
Officer
James M. Rupp Director 17,868 * 12,138
Joel Chaseman Director 22,500 * 22,500
</TABLE>
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(1) Shares issuable upon exercise of stock options granted pursuant to the
Company's 1989 Stock Option and Restricted Stock Purchase Plan and the
Amended and Restated Stock Option and Restricted Stock Purchase Plan.
* Less than .1%.
2
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PLAN OF DISTRIBUTION
Selling Stockholders may, from time to time, offer all or part
of the shares acquired by them pursuant Awards made by the Company under the
Plan on the over-the-counter market or such national securities exchange upon
which the Common Stock is traded at the time of such sales, at prices
prevailing at the time of such sales, or in negotiated transactions. The
Company will pay all expenses in preparing and reproducing the Registration
Statement of which this Prospectus is a part, but will not receive any part of
the proceeds of any sales of such shares. In addition, any securities covered
by this Prospectus which qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus. The Selling
Stockholders will pay the brokerage commissions charged to sellers in
connection with such sales.
The Company and the Selling Stockholders may enter into
customary agreements concerning indemnification and the provision of
information in connection with the sale of the Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission:
(a) Annual Report of the Company on Form 10-K for the fiscal
year ended August 31, 1993, filed pursuant to Section 13 of the
Exchange Act;
(b) Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended November, 30, 1993, filed pursuant to Section 13
of the Exchange Act;
(c) Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended February 28, 1994, filed pursuant to Section 13
of the Exchange Act;
(d) Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended May 31, 1994, filed pursuant to Section 13 of the
Exchange Act;
(e) Current Report of the Company on Form 8-K dated March 18,
1994, filed pursuant to Section 13 of the Exchange Act, as amended by
Form 8-K/A dated May 18, 1994; and
(f) "Description of Registrant's Securities to be Registered"
contained in the Registration Statement of the Company on Form 8-A
filed with the Commission on August 22, 1986 and "Description of
Capital Stock" contained in the Company's Registration Statement on
Form S-1 (No. 33-8357).
All reports subsequently filed by the Company pursuant to
Section 13, 14 or 15(d) of the Exchange Act prior to the termination of the
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
VALIDITY OF THE SHARES
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Reboul, MacMurray, Hewitt, Maynard & Kristol,
45 Rockefeller Plaza, New York, New York 10111.
3
<PAGE> 8
EXPERTS
The consolidated financial statements and schedules, included
in the Company's Annual Report on Form 10-K for the year ended August 31, 1993,
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement have been audited by Arthur Andersen & Co., independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
OTHER MATTERS
The General Corporation Law of the State of Delaware provides
that, under certain circumstances, directors, officers, employees or agents of
a Delaware corporation may be indemnified against expenses, payments, fines and
amounts actually and reasonably incurred by them in connection with settling,
or otherwise disposing of, suits or threatened suits, to which they are a party
or threatened to be named a party by reason of acting in any of such
capacities, 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. The By-laws of the Company provide for indemnification of
officers and directors under the circumstances, and to the extent, permitted by
law. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions and agreements, the Company has
been informed that, in the opinion of the Commission, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
4
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
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 NEW YORK, STATE OF NEW YORK, ON THE 22ND DAY OF
JULY 1994.
KING WORLD PRODUCTIONS, INC.
By /s/ Stephen W. Palley
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Stephen W. Palley
Executive Vice President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Stephen W. Palley and Anthony E. Hull, and each of them, with full
power of substitution and full power to act without the other, his or her true
and lawful attorney-in-fact and agent in his or her name, place and stead, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Michael King President and Director July 19, 1994
- ---------------------------------- (Principal Executive Officer)
Michael King
Director
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Roger King
/s/ Stephen W. Palley Director July 22, 1994
- ---------------------------------
Stephen W. Palley
/s/ Diana King Director July 14, 1994
- -----------------------------------
Diana King
/s/ Richard King Director July 19, 1994
- -------------------------------------
Richard King
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Ronald S. Konecky Director July 22, 1994
- -------------------------------------
Ronald S. Konecky
/s/ James M. Rupp Director July 22, 1994
- -------------------------------------
James M. Rupp
Director
- -------------------------------------
Joel Chaseman
/s/ Anthony E. Hull Chief Financial Officer July 22, 1994
- ------------------------------------- (Principal Financial Officer)
Anthony E. Hull
/s/ Steven A. LoCascio Vice President and Controller July 22, 1994
- ------------------------------------- (Principal Accounting Officer)
Steven A. LoCascio
</TABLE>
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol with respect to the legality of the securities
being registered.
23.1 Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5).
23.2 Consent of Arthur Andersen & Co.
24 Powers of Attorney (included on signature page).
</TABLE>
<PAGE> 1
EXHIBIT 5
(LETTERHEAD OF REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL)
July 22, 1994
King World Productions, Inc.
1700 Broadway
New York, New York 10019
King World Productions, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to King World Productions, Inc., a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement"), filed under the
Securities Act of 1933 (the "Act"), relating to the offering of up to 1,500,000
additional shares of its Common Stock, $.01 par value (the "Shares"), pursuant
to the Amended and Restated Stock Option and Restricted Stock Purchase Plan
(the "Plan").
In that connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including the Certificate of
Incorporation, as amended, and By-Laws, as amended, of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is validly
existing as a corporation under the laws of the State of Delaware.
2. The Shares have been duly authorized and, when issued and
sold upon the exercise of options granted or pursuant
<PAGE> 2
2
to awards made in accordance with the the terms of the Plan will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Validity of the Shares" in the Registration Statement. By giving the
foregoing consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
REBOUL, MACMURRAY, HEWITT,
MAYNARD & KRISTOL
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 25, 1993
included in King World Productions, Inc.'s Form 10-K for the year ended August
31, 1993 and to all references to our firm included in this registration
statement.
ARTHUR ANDERSEN & CO.
New York, New York
July 20, 1994
