<PAGE>
As filed with the Securities and Exchange
Commission on September 15, 1994
Registration No. 33-
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
___________________
INFINITY BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2766282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Madison Avenue
New York, New York 10022
(Address of principal executive offices)
Infinity Broadcasting Corporation Stock Option Plan,
Deferred Share Plan and Stock Option Agreement
(Full titles of the plans)
Farid Suleman
Vice President-Finance and Chief Financial Officer
Infinity Broadcasting Corporation
600 Madison Avenue
New York, New York 10022
(212) 750-6400
(Name, address and telephone number of agent for service)
___________________________________________________________________
Approximate date of commencement of proposed
sale of the securities: From time to time
after the effective date of this
Registration Statement.
</page>
<PAGE>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered (1) share price fee
_____________ _____________ _________ _________ ____________
Class A
Common
Stock, par
value $.002
per share 2,600,000 shares(2) (3) $79,462,500(4) $27,400.86
_________________________________________________________________
(1) In addition to the 2,664,350 shares of Class A Common Stock
and the 187,500 shares of Class B Common Stock, par value
$.002 per share, already registered pursuant to the
Registrant's Registration Statement on Form S-8(Registration
No. 33-45977 and 33-56938).
(2) Includes 600,000 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock.
(3) Not applicable
(4) Estimated pursuant to Rule 457(h) solely for the purpose of
determining the registration fee. The above calculation is based on an
assumed price of $30.5625 per share, the average of the high and low
prices for the Registrant's Class A Common Stock on September 14, 1994,
as quoted on the National Association of Securities Dealers
Automated Quotation National Market System.
</page>
<PAGE>
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-56938) and (Registration No. 33-45977), other than
(i) the last paragraph of Item 6 thereof and (ii) Item 8 thereof, are hereby
_ __
incorporated by reference in this Registration Statement.
The following additional information regarding indemnification
of directors and officers is provided pursuant to Item 6 and
supersedes such supplemental information appearing in Registration No.
33-56938:
The Company has executed indemnity agreements with Messrs. Batkin,
Carrus, Karmazin, Lerman, Suleman and Wiener that require it to
indemnify these individuals for liabilities incurred by them because
of an act or omission or neglect or breach of duty committed while
acting in the capacity of an officer or director of the Company, to the
full extent permitted by the laws of the State of Delaware. Certain
actions, including acts for which indemnification is found by a court
to be illegal and contrary to public policy, are excluded from the
coverage of the agreements. Mr. Karmazin's employment agreement
requires the Company to indemnify Mr. Karmazin to the fullest
extent permitted by applicable Delaware law.
The following additional information is provided pursuant to Item 8:
Item 8. Exhibits
Exhibit Description of Exhibit
_______ ______________________
4(a) Restated Certificate of Incorporation of the
Company, as amended October 22, 1993. (This exhibit can be
found as Exhibit 3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993 (File No.
0-14702) and is incorporated herein by reference.)
4(b) Amended and Restated By-Laws of the Company.
(This exhibit can be found as Exhibit 3(b) to the
Company's Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated herein by
reference.)
4(c) Securities Purchase Agreement, dated as of
September 30, 1991, by and among the Company, Michael A.
Wiener, Gerald Carrus, Mel Karmazin, and Shearson
Lehman Hutton Capital Partners II, L.P., Shearson Lehman
</page>
<PAGE>
Hutton. Merchant Banking Portfolio Partnership L.P.,
Shearson Lehman Hutton Offshore Investment Partnership
L.P., and Shearson Lehman Hutton Offshore Investment
Partnership Japan L.P. (collectively, the "Lehman
Investors"). (This exhibit can be found as Exhibit 2(a) to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991 (File No. 0-14702) and
is incorporated herein by reference.)
4(d) Indenture, dated as of March 24, 1992, between
the Company and Bank of Montreal Trust Company, as
Trustee. (This exhibit can be found as Exhibit 4(c) to the
Company's Registration Statement on Form S-3 (Registration
No. 33- 61348) and is incorporated herein by
reference.)
4(e) Amended and Restated Stockholders' Agreement,
dated as of February 5, 1992, among the Company,
Michael A. Wiener, Gerald Carrus, Mel Karmazin and the
Lehman Investors. (This exhibit can be found as Exhibit
4(j) to the Company's Registration Statement on Forms S-1
and S-3 (Registration No. 33-46118) and is incorporated
herein by reference.)
4(f) Warrant Certificate, dated January 28, 1992,
certifying that Shearson Lehman Hutton Capital
Partners II L.P. is the owner of warrants to purchase
1,051,977 shares of Class C Common Stock, par value $.002
per share, of the Company. (This exhibit can be found as
Exhibit 4(l) to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-46118) and is
incorporated herein by reference.)
4(g) Warrant Certificate, dated January 28, 1992,
certifying that Lehman Brothers Merchant Banking
Portfolio Partnership L.P. is the owner of warrants to
purchase 1,547,373 shares of Class C Common Stock, par
value $.002 per share, of the Company. (This exhibit can
be found as Exhibit 4(m) to the Company's
Registration Statement on Forms S-1 and S-3 (Registration
No. 33-46118) and is incorporated herein by reference.)
4(h) Warrant Certificate, dated December 14, 1993, certifying
that Shearson Lehman Hutton Offshore Investment Partnership
L.P. is the owner of warrants to purchase 769,465 shares of
Class C Common Stock, par value $.002 per share, of the
</page>
<PAGE>
Company. (This exhibit can be found as Exhibit 4(j) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(i) Warrant Certificate, dated December 14, 1993, certifying
that Shearson Lehman Hutton Offshore Investment Partnership
Japan L.P. is the owner of warrants to purchase 2,317,522
shares of Class C Common Stock, par value $.002 per share,
of the Company. (This exhibit can be found as Exhibit 4(k)
to the Company's Annual Report on Form 10-K for the year
ended December 31,1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(j) Securities Exchange Agreement, dated as of January 28,
1992, among the Company and the Lehman Investors. (This
exhibit can be found as Exhibit 4(p) to the Company's
Registration Statement on Forms S-1 and S-3 (Registration
No. 33-46118) and is incorporated herein by reference.)
4(k) The Company's Stock Option Plan, amended and restated as
of August 16, 1993. (This exhibit can be found as
Exhibit 10(j) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
4(l) Amendment, effective as of November 19, 1993, to the
Company's Stock Option Plan, as amended and restated as
of August 16, 1993. (This exhibit can be found as Exhibit
10(k) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
4(m) Amendment, adopted March 30, 1994, to the Company's
Stock Option Plan. (This exhibit can be found as
Exhibit 10(l) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
4(n) The Company's Deferred Share Plan, amended and restated as
of August 16, 1993. (This exhibit can be found as
Exhibit 10(m) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No. 0-14702)
and is incorporated herein by reference.)
</page>
<PAGE>
4(o) Amendment, effective as of November 19, 1993, to the Company's
Deferred Share Plan, as amended and restated as of August
16, 1993. (This exhibit can be found as Exhibit 10(n) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 0- 14702) and is incorporated
herein by reference.)
4(p) Stock Option Agreement, dated as of June 27, 1988, between
the Company, as successor to WCK, and Mel Karmazin.
(This exhibit can be found as Exhibit (c) (2) to the
Statement on Schedule 13E-3 filed pursuant to Rule 13e-3
by WCK, the Management Investors (Michael A. Wiener, Gerald
Carrus and Mel Karmazin) and the Company and is incorporated
herein by reference.)
4(q) Amendment Agreement, dated as of August 2, 1988, to Stock
Option Agreement dated as of June 27, 1988, between
the Company, as successor to WCK, and Mel Karmazin.
(This exhibit can be found as Exhibit 9(c) (7) to
Amendment No. 3 to Schedule 14D-1 filed by the
Company as successor to WCK and is incorporated
herein by reference.)
4(r) Amendment No. 1 to Stock Option Agreement, dated as of
October 14, 1988, between the Company and Mel Karmazin.
(This exhibit can be found as Exhibit 4(l) to the Company's
Annual Report on Form 10-K for the year ended December
25, 1988 (File No. 0-14702) and is incorporated herein
by reference.)
4(s) Warrant Certificate, dated September 30, 1991, certifying that
Mel Karmazin is the owner of warrants to purchase shares
of Class A Common Stock, par value $.002 per share, of the
Company. (This exhibit can be found as Exhibit 10(p) to
the Company's Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated herein by
reference.)
5 Opinion of Debevoise & Plimpton as to the
validity of the securities being offered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Debevoise & Plimpton. (Included
in Exhibit 5.)
24 Powers of Attorney. (Included on the
signature pages hereof.)
</page>
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
______________
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all 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
14th day of September, 1994.
INFINITY BROADCASTING CORPORATION
By: /s/ Mel Karmazin
____________________________
Mel Karmazin
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mel Karmazin and Farid Suleman,
and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, 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 attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite
and necessary to be done as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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.
</page>
<PAGE>
Signature Title Date
_________ _____ ____
/s/ Michael A. Wiener Chairman of the Board September 13, 1994
______________________ and Secretary,
Michael A. Wiener Director
/s/ Gerald Carrus Co-Chairman of the September 13, 1994
______________________ Board and Treasurer,
Gerald Carrus Director
/s/ Mel Karmazin President and Chief September 13, 1994
______________________ Executive Officer,
Mel Karmazin Director
/s/ Farid Suleman Vice President- September 13, 1994
______________________ Finance and Chief
Farid Suleman Financial and
Accounting Officer,
Director
/s/ James A. Stern Director September 13, 1994
______________________
James A. Stern
/s/ James L. Singleton Director September 13, 1994
______________________
James L. Singleton
/s/ Steve A. Lerman Director September 13, 1994
______________________
Steve A. Lerman
/s/ Alan R. Batkin Director September 13, 1994
______________________
Alan R. Batkin
</page>
<PAGE>
Exhibit Index
_____________
Sequentially
Numbered
Exhibit Description of Exhibit Page
_______ ______________________ ____________
4(a) Restated Certificate of Incorporation of the Company, as
amended October 22, 1993. (This exhibit can be found
as Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993 (File No. 0-
14702) and is incorporated herein by reference.)
4(b) Amended and Restated By-Laws of the Company. (This exhibit
can be found as Exhibit 3(b) to the Company's Registration
Statement on Forms S-1 and S-3 (Registration No.
33-46118) and is incorporated herein by reference.)
4(c) Securities Purchase Agreement, dated as of September
30, 1991, by and among the Company, Michael A. Wiener,
Gerald Carrus, Mel Karmazin, and Shearson Lehman Hutton
Capital Partners II, L.P., Shearson Lehman Hutton Merchant
Banking Portfolio Partnership L.P., Shearson Lehman
Hutton Offshore Investment Partnership L.P., and Shearson
Lehman Hutton Offshore Investment Partnership Japan
L.P. (collectively, the "Lehman Investors"). (This
exhibit can be found as Exhibit 2(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991 (File No. 0-14702) and is incorporated
herein by reference.)
4(d) Indenture, dated as of March 24, 1992, between the Company
and Bank of Montreal Trust Company, as Trustee. (This
exhibit can be found as Exhibit 4(c) to the Company's
Registration Statement on Form S-3 (Registration No. 33-
61348) and is incorporated herein by reference.)
4(e) Amended and Restated Stockholders' Agreement, dated as of
February 5, 1992, among the Company, Michael A.
Wiener, Gerald Carrus, Mel Karmazin and the Lehman
Investors. (This exhibit can be found as Exhibit 4(j) to
the Company's Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated
herein by reference.)
4(f) Warrant Certificate, dated January 28, 1992, certifying
that Shearson Lehman Hutton Capital Partners II L.P. is
the owner of warrants to purchase 1,051,977 shares of
Class C Common Stock, par value $.002 per share, of
the Company. (This exhibit can be found as Exhibit 4(l) to
the Company's Registration Statement on Forms S-1 and S-3
(Registration No. 33-46118) and is incorporated herein by
reference.)
</page>
<PAGE>
4(g) Warrant Certificate, dated January 28, 1992, certifying
that Lehman Brothers Merchant Banking Portfolio
Partnership L.P. is the owner of warrants to purchase
1,547,373 shares of Class C Common Stock, par value $.002
per share, of the Company. (This exhibit can be found as
Exhibit 4(m) to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-46118) and is
incorporated herein by reference.)
4(h) Warrant Certificate, dated December 14, 1993, certifying
that Shearson Lehman Hutton Offshore Investment Partnership
L.P. is the owner of warrants to purchase 769,465 shares
of Class C Common Stock, par value $.002 per share, of the
Company. (This exhibit can be found as Exhibit 4(j) to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 0-14702) and is incorporated
herein by reference.)
4(i) Warrant Certificate, dated December 14, 1993, certifying
that Shearson Lehman Hutton Offshore Investment Partnership
Japan L.P. is the owner of warrants to purchase
2,317,522 shares of Class C Common Stock, par value
$.002 per share, of the Company. (This exhibit can be
found as Exhibit 4(k) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 (File No.
0-14702) and is incorporated herein by reference.)
4(j) Securities Exchange Agreement, dated as of January 28,
1992, among the Company and the Lehman Investors. (This
exhibit can be found as Exhibit 4(p) to the Company's
Registration Statement on Forms S-1 and S-3 (Registration
No. 33-46118) and is incorporated herein by
reference.)
4(k) The Company's Stock Option Plan, amended and restated as
of August 16, 1993. (This exhibit can be found as Exhibit
10(j) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(l) Amendment, effective as of November 19, 1993, to
</page>
<PAGE>
the Company's Stock Option Plan, as amended and restated as
of August 16, 1993. (This exhibit can be found as Exhibit
10(k) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(m) Amendment, adopted March 30, 1994, to the Company's
Stock Option Plan. (This exhibit can be found as Exhibit
10(l) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 0-14702) and
is incorporated herein by reference.)
4(n) The Company's Deferred Share Plan, amended and restated as
of August 16, 1993. (This exhibit can be found as Exhibit
10(m) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1993 (File No. 0-14702) and is
incorporated herein by reference.)
4(o) Amendment, effective as of November 19, 1993, to
the Company's Deferred Share Plan, as amended and
restated as of August 16, 1993. (This exhibit can be found
as Exhibit 10(n) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993 (File No.
0-14702) and is incorporated herein by reference.)
4(p) Stock Option Agreement, dated as of June 27, 1988,
between the Company, as successor to WCK, and Mel Karmazin.
(This exhibit can be found as Exhibit (c) (2) to the
Statement on Schedule 13E 3 filed pursuant to Rule 13e-3
by WCK, the Management Investors (Michael A. Wiener, Gerald
Carrus and Mel Karmazin) and the Company and is incorporated
herein by reference.)
4(q) Amendment Agreement, dated as of August 2, 1988, to
Stock Option Agreement dated as of June 27, 1988, between
the Company, as successor to WCK, and Mel Karmazin. (This
exhibit can be found as Exhibit 9(c) (7) to Amendment No. 3
to Schedule 14D-1 filed by the Company as successor to
WCK and is incorporated herein by reference.)
4(r) Amendment No. 1 to Stock Option Agreement, dated as
of October 14, 1988, between the Company and Mel
Karmazin. (This exhibit can be found as Exhibit 4(l) to
the Company's Annual Report on Form 10-K for the year ended
December 25, 1988 (File No. 0-14702) and is incorporated
herein by reference.)
</page>
<PAGE>
4(s) Warrant Certificate, dated September 30, 1991, certifying
that Mel Karmazin is the owner of warrants to purchase
shares of Class A Common Stock, par value $.002 per
share, of the Company. (This exhibit can be found as
Exhibit 10(p) to the Company's Registration Statement on
Forms S-1 and S-3 (Registration No. 33-46118) and is
incorporated herein by reference.)
5 Opinion of Debevoise & Plimpton as to the
validity of the securities being offered.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Debevoise & Plimpton. (Included in
Exhibit 5.)
24 Powers of Attorney. (Included on the signature
pages hereof.)
</page>
<PAGE>
EXHIBIT 5
DEBEVOISE & PLIMPTON
875 Third Avenue
New York, 10022
(212) 909-6000
TELECOPIER: (212) 909-6836
August 30, 1994
Infinity Broadcasting Corporation
600 Madison Avenue
New York, New York 10022
Dear Sirs:
We have acted as counsel to Infinity Broadcasting Corporation,
a Delaware corporation (the "Company"), in connection with the filing by
the Company of a Registration Statement on Form S-8 (the "Registration
Statement") relating to 2,600,000 shares of the Company's Class A Common
Stock, par value $.002 per share, and 600,000 shares of the Company's
Class B Common Stock, par value $.002 per share (collectively, the
"Shares"), to be issued upon exercise of stock options to be granted
pursuant to the Company's Stock Option Plan (formerly the Key Employee
Stock Option Plan) (the "Stock Option Plan").
We have examined the originals, or copies certified or
otherwise identified to our satisfaction, of the Stock Option Plan, as
amended to date, and such other corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below. In
rendering such opinion, we have assumed that the exercise price of
options to be granted pursuant to the Stock Option Plan will be not less
than the par value of the Shares subject thereto and that only newly
issued Shares will be issued upon exercise of stock options to be
granted pursuant to the Stock Option Plan.
Based on the foregoing, we are of the opinion that authorized
but not previously issued Shares which may be issued upon exercise of
stock options to be granted pursuant to the Stock Option Plan have been
duly authorized and, when issued upon exercise of stock options in
accordance with the Stock Option Plan, will be validly issued, fully
paid and nonassessable.
</page>
<PAGE>
Infinity Broadcasting 2 August 30, 1994
Corporation
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
</page>
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
___________________________________________________
The Board of Directors
Infinity Broadcasting Corporation:
We consent to the use of our reports incorporated herein by reference.
New York, New York
September 14, 1994
</page>
