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As filed with the Securities and Exchange Commission on May 31, 1994.
Registration Statement No.
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UNITED STATES
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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HOME SHOPPING NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-2649518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2501 118th Avenue North
St. Petersburg, Florida 33716
(Address, including zip code, of registrant's
principal executive offices)
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HOME SHOPPING NETWORK, INC.
RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plan)
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H. Steven Holtzman, Esq.
Senior Counsel
2501 118th Avenue North
St. Petersburg, Florida 33716
(813) 572-8585
(Name, address, including zip code, and telephone number
including area code, of agent for service)
<TABLE>
- -----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (2) offering price registration fee
<S> <C> <C> <C> <C>
Common Stock 2,000,000 (1) $10.9375 $21,875,000 $7,545.00
Shares
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) The average of the high and low reported sale prices of the Common
Stock on May 25, 1994 has been used for the purpose of
calculating the registration fee pursuant to Rule 457(c).
Approximate date of proposed sales pursuant to the plan:
As soon as practicable after this Registration Statement becomes effective.
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Item 3. Incorporation of Documents by Reference
The following documents filed by Home Shopping Network, Inc. (the
"Company") with the U.S. Securities and Exchange Commission ("SEC") are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
3. All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ("Exchange Act") since
December 31, 1993.
4. The description of the Company's Common Stock contained in the
Company's Form S-8 registration statement filed on March 29, 1994
pursuant to Section 12 of the Exchange Act and all amendments
thereto or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 into this Registration Statement and to be a
part hereof from the date of filing of such documents. The Company will
provide, without charge, to each person to whom this Registration Statement is
delivered, upon written or oral request, (1) a copy of any information that has
been incorporated by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into the documents
which this Registration Statement incorporates) and (2) a copy of the Company's
most recent Annual Report to Stockholders. Requests should be directed to
Kevin J. McKeon, Senior Vice President of Accounting and Finance, Home Shopping
Network, Inc., P.O. Box 9090, Clearwater, Florida 34618-9090.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation 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, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that
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he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or a
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation 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, or suits by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights
to which the indemnified party may be entitled; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such whether or not the
corporation would have the power to indemnify against such liabilities under
Section 145.
The Restated Certificate of Incorporation of the Company provides the
Company with the authority to indemnify
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directors, officers, employees and agents of the Company to the full extent
allowed by the laws of the State of Delaware as those laws exist now or as they
may hereafter be amended. In addition, the stockholders of the Company have
approved the execution by the Company of indemnification agreements with
directors and officers to the same extent as would otherwise be available to
the indemnified parties if the Company had directors and officers liability
insurance. Indemnification agreements have been executed by the Company and
each member of the Board of Directors and certain officers of the Company.
See Item 9 for the Company's undertaking with respect to indemnification.
Item 7. Exemption from Registration Claimed.
(Not Applicable)
Item 8. Exhibits
8 The Registrant hereby undertakes that it will submit the Plan
and any amendment thereto to the Internal Revenue Service in a
timely manner for a determination of qualification under Section 401
of the Internal Revenue Code and will make all changes required by
the Internal Revenue Service in order for the Plan to obtain such
qualification.
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Deloitte & Touche
24 Powers of Attorney (set forth on Signature page).
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 prospectus required by section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
registration statement;
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(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)(i) and (a)(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.
(b) That, for the purpose of determining any liability under the 1933
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.
(c) 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.
The undersigned Registrant hereby undertakes 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 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
Insofar as indemnification for liabilities under the 1933 Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing
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provisions or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the 1933
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 of
whether such indemnification by it is against public policy as expressed in the
1933 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, the Company
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 St. Petersburg, State of Florida, on this 25th day
of May, 1994.
HOME SHOPPING NETWORK, INC.
By: /s/ Gerald F. Hogan
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President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Gerald F. Hogan and Kevin J. McKeon, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and 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 and any other regulatory authority, 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 he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue
hereof.
/s/ Gerald F. Hogan President, Chief May 25 , 1994
- ------------------- Executive Officer and ----
Gerald F. Hogan Director (Principal
Executive Officer)
/s/ Kevin J. McKeon Senior Vice President May 26 , 1994
- ------------------- of Accounting & Finance ----
Kevin J. McKeon and Treasurer
(Principal Financial
and Accounting Officer)
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/s/ Robert R. Bennett Director May 25 , 1994
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Robert R. Bennett
/s/ John M. Draper Director May 25 , 1994
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John M. Draper
/s/ J. Anthony Forstmann Director May 24 , 1994
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J. Anthony Forstmann
/s/ Leo J. Hindery, Jr. Director May 24 , 1994
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Leo J. Hindery, Jr.
/s/ George C. McNamee Director May 24 , 1994
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George C. McNamee
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized on May 25 , 1994.
HOME SHOPPING NETWORK, INC.
RETIREMENT SAVINGS AND EMPLOYEE
STOCK OWNERSHIP PLAN
PNC BANK, KENTUCKY, INC.
BY: /s/ Brenda Higgins
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Brenda Higgins (Trustee)
Vice President,
Trust Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE
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23.1 Consent of KPMG Peat Marwick
23.2 Consent of Deloitte & Touche
24 Powers of Attorney (set forth on
Signature page).
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Home Shopping Network, Inc.
We consent to the incorporation by reference herein of our reports dated
February 15, 1994, appearing in and incorporated by reference in the December
31, 1993 annual report on Form 10-K of Home Shopping Network, Inc.
KPMG Peat Marwick
St. Petersburg, Florida
May 31, 1994
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Home Shopping Network, Inc. on Form S-8 of our reports dated October 15, 1992
(February 15, 1994 as to Note H to the consolidated financial statements)
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Home Shopping Network, Inc. for the year ended December 31, 1993.
DELOITTE & TOUCHE
Tampa, Florida
May 31, 1994
