<PAGE>
As filed with the Securities and Exchange
Commission on August 23, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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Approximate date of commencement of proposed
sale of the securities: From time to time
after the effective date of this
Registration Statement.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered (1) share price fee
Class A
Common
Stock, par
value $.002
per share 2,460,857 shares(2) (3) None(4) None
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(1) In addition to the 5,451,850 shares of Class A Common Stock (which
includes 787,500 shares of Class B Common Stock, par value $.002 per
share), already registered pursuant to the Registrant's Registration
Statements on Form S-8 (Registration No. 33-45977, 33-56938 and 33-55477).
The number of shares specified shall be adjusted by the reason of any
future increase or decrease in the number shares of Class A Common Stock
or Class B Common Stock occurring at any time resulting from a stock
split, stock dividend, recapitalization or other capital adjustments or
contribution of capital or other assets to the registrant.
(2) Includes 393,750 of Class A Common Stock issuable upon conversion of
Class B Common Stock.
(3) Not applicable
(4) No registration fee required
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The contents of the Registrant's Registration Statements on Form S-8
(Registration Nos. 33-55477, 33-56938 and 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. 33-55477):
The Company has executed indemnity agreements with Messrs. Batkin, Carrus,
Karmazin, Lerman, Sherman, 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) Certificate of Amendment of Restated Certificate of Incorporation,
filed on August 9, 1995. (This exhibit can be found as Exhibit 3(b)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 (File No. 0-14702) and is incorporated herein by
reference.)
4(c) 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(d) 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.)
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4(e) 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(f) 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(g) Warrant Certificate, dated January 28, 1992, certifying that Shearson
Lehman Hutton Capital Partners II L.P. is the owner of warrants to
purchase 3,550,424 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(h) Warrant Certificate, dated January 28, 1992, certifying that Lehman
Brothers Merchant Banking Portfolio Partnership L.P. is the owner of
warrants to purchase 5,222,385 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(i) Warrant Certificate, dated December 14, 1993, certifying that
Shearson Lehman Hutton Offshore Investment Partnership L.P. is the
owner of warrants to purchase 1,154,198 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(j) Warrant Certificate, dated December 14, 1993, certifying that
Shearson Lehman Hutton Offshore Investment Partnership Japan L.P. is
the owner of warrants to purchase 3,476,283 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(k) 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.)
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4(l) 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(m) 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(n) 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(o) 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(p) 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(q) 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(r) 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(s) 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.)
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4(t) Agreement, dated as of July 26, 1993, between the Company and Mel
Karmazin, with respect to the exercise of certain options granted
pursuant to the Stock Option Agreement, dated as of June 27, 1988, as
amended, between the Company, as successor to WCK, and Mel Karmazin.
(This exhibit can be found as Exhibit 10(d) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993
(File No. 0-14702) and is incorporated herein by reference.)
4(u) 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. (This exhibit can be found as Exhibit 5 to the
Company's Registration Statement on Form S-8 (Registration No. 33-
55477) and is incorporated herein by reference.)
23(a) Consent of KPMG Peat Marwick LLP. (This exhibit can be found as
Exhibit 23(a) to the Company's Registration Statement on Form S-8
(Registration No. 33-55477) and is incorporated herein by reference.)
23(b) Consent of Debevoise & Plimpton. (This exhibit can be found as
Exhibit 23(b) to the Company's Registration Statement on Form S-8
(Registration No. 33-55477) and is incorporated herein by reference.)
24 Powers of Attorney. (This exhibit can be found as Exhibit 24 to the
Company's Registration Statement on Form S-8 (Registration No.
33-55477) and is incorporated herein by reference.)
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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 23nd day of
August, 1995.
INFINITY BROADCASTING CORPORATION
By: /s/ Mel Karmazin
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Mel Karmazin
President and Chief Executive
Officer
