As filed with the Securities and Exchange Commission on August 12, 1996
Registration No. 33-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
----------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TELEMUNDO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3348686
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-----------------------
2290 West 8th Avenue
Hialeah, Florida 33010
(305) 884-8200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Options under a Certain Agreement and Release
dated March 17, 1995
(Full title of the Plan)
OSVALDO F. TORRES, ESQ.
TELEMUNDO GROUP, INC.
2290 West 8th Avenue
Hialeah, Florida 33010
(305) 884-8200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copy To:
Patrick J. Dooley, Esq.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
399 Park Avenue
New York, New York 10022
(212) 872-1000
-------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount to Offering Aggregate Amount of
Securities to be Regist- Price Offering Registration
be Registered ered Per Unit Price (1) Fee
- -------------- ---------- --------- --------- ------------
Series A Stock 150,000 $7.00 $1,050,000 $362.07
Common Stock,
$.01 par value
per share
(1) Pursuant to Rule 457(h)(1).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
Under an Agreement and Release (the "Agreement"),
executed March 17, 1995 between Joaquin F. Blaya ("Mr.
Blaya") and Telemundo Group, Inc. (the "Company"), the
Company has granted Mr. Blaya an option to purchase 150,000
shares of the Company's Series A Common Stock, $.01 par
value, at an exercise price of $7.00 per share. Such option
is exercisable from and after January 1, 1996 through and
including December 31, 1998. This option is not transferable
other than by will or by the law of descent and distribution,
and during Mr. Blaya's lifetime, is only exercisable by Mr.
Blaya. The method of exercising the option and adjustment
for changes in capitalization are consistent with Section 6,
11 and 12 of the Non-Qualified Stock Option Agreement, dated
as of December 31, 1994 between Mr. Blaya and the Company
(the "Option Agreement"), and the Company shall be permitted
to withhold tax as contemplated by Section 13 of the Option
Agreement. A copy of the Agreement and the Option Agreement
is filed as an exhibit to this Registration Statement. Any
exercise of the option is subject to compliance with all
applicable laws, including federal and state securities laws.
The option is not subject to any provisions of the
Employee Retirement Income Security Act of 1974.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION.
The Company will provide without charge to Mr. Blaya,
upon his written or oral request, a copy of any or all of the
documents that have been incorporated by reference in this
Registration Statement (which documents are incorporated by
reference into the prospectus contemplated by this
Registration Statement) and any other documents required to
be delivered pursuant to Rule 428(b) of the Securities Act of
1933, as amended (the "Securities Act"). Requests for such
documents should be directed to the Company at its principal
executive offices, c/o Peter J. Housman II, Chief Financial
Officer and Treasurer, Telemundo Group, Inc., 2290 West 8th
Avenue, Hialeah, Florida 33010, (305) 884-8200.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996;
(c) The Company's Current Reports on Form 8-K
filed January 31, 1996, February 7, 1996, February
22, 1996, March 12, 1996, as amended by Form 8-K/A
dated May 9, 1996, and July 11, 1996; and
(d) The description of the Company's capital stock
contained in the Company's Registration Statement
filed on January 31, 1996, and contained in the
Company's Registration Statement on Form 8-A under
the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), filed with the Securities and
Exchange Commission (the "Commission") on December
9, 1994, together with any amendment or report
filed for the purpose of updating such description,
to the extent of such updating.
All documents subsequently filed by the Company with the
Commission 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 hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or
in a document 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 statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute
a part thereof.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Seventh of the Company's Restated Certificate of
Incorporation provides that no director of the Company shall
be personally liable to the Company or its stockholders for
monetary damages for any breach of his fiduciary duty as a
director except for liability (1) for any breach of the
director's duty of loyalty to the Company or its
stockholders, (2) for acts or omissions that are not in good
faith or involve intentional misconduct or a knowing
violation of the law, (3) under Section 174 of the Delaware
General Corporation Law ("DGCL") or (4) for any transaction
from which the director derived an improper personal benefit.
Section 145 of the DGCL permits the indemnification by a
Delaware corporation of its directors, officers, employees
and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against liabilities
and expenses incurred in any such action, suit or proceeding;
provided that such persons satisfy certain standards set
forth in such section.
The Company's Amended and Restated By-laws provide,
among other things, and subject to the procedures specified
therein, that (1) the Company shall indemnify any person who
was or is a party or is threatened to be made a party to any
action (other than an action by or in the right of the
Company) by reason of the fact that he is a director or
officer of the Company, or is serving at the request of the
Company as a director or officer of another corporation or
enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action 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 Company,
and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful; and
(2) the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any action or
suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is a director or
officer of the Company, or is serving at the request of the
Company as a director or officer of another corporation or
enterprise, against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit 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 Company, provided
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable to the Company unless and only to
the extent that the Court of Chancery of the State of
Delaware 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.
The directors and officers of the Company and its
subsidiaries are insured (subject to certain limitations, exceptions
and deductions) against liabilities which they may incur in their
capacity as such under liability insurance policies carried
by the Company.
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION.
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed as a part of this
Registration Statement:
Number Description
- ------ -----------
4.1 Non-Qualified Stock Option Agreement, dated as of
December 31, 1994, between Mr. Blaya and the Company.
4.2 Agreement and Release dated as of March 17, 1995 between
the Company and Mr. Blaya.
5.1 Opinion of Osvaldo F. Torres as to the legality of the
Common Stock being registered.
23.1 Consent of Osvaldo F. Torres (included in the opinion
filed as Exhibit 5.1).
23.2 Consent of Deloitte & Touche, L.L.P.
24.1 Power of Attorney (included in the signature page of
this Registration Statement).
Item 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this Registration
Statement to include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this 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 new registration statement relating to the
securities offered herein, and the offering of
such securities at that time shall be deemed
to be the initial bona fide offering thereof;
and
(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 hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors,
officers and controlling persons of the Company,
the Company has been advised that in the opinion of
the Commission such indemnification is against public
policy as expressed in such Securities Act, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than
payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company
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 Company 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 such
Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Hialeah, State of Florida, on July
31, 1996.
TELEMUNDO GROUP, INC.
By: /s/ Roland A. Hernandez
-----------------------
Roland A. Hernandez
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Roland A. Hernandez and Peter J. Housman II, his
true and lawful attorney and agent, each acting alone, 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 all other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorney and agent, each acting alone,
full power and authority to do and perform each and every act
and thing requisite or necessary to be done, as fully to all
intents and purposes as he might or could do in person,
hereby ratifying and confirming that said attorney and agent,
each acting alone, or his 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 below.
Signature Title
--------- -----
/s/ Roland A. Hernandez President and Chief Executive July 31, 1996
- ----------------------- Officer and Director
Roland A. Hernandez
/s/ Peter J. Housman II Chief Financial Officer July 31, 1996
- ----------------------- (Principal Financial Officer)
Peter J. Housman II
/s/ Steven E. Dawson (Principal Accounting Officer) July 31, 1996
- ------------------------
Steven E. Dawson
- ------------------------ Director July 31, 1996
Leon D. Black
/s/ Guillermo Bron Director July 31, 1996
- ------------------------
Guillermo Bron
/s/ Alan Kolod Director July 31, 1996
- ------------------------
Alan Kolod
/s/ Bruce H. Spector Director July 31, 1996
- ------------------------
Bruce H. Spector
/s/ Barry W. Ridings Director July 31, 1996
- ------------------------
Barry W. Ridings
/s/ Daniel Villanueva Director July 31, 1996
- ------------------------
Daniel Villanueva
/s/ Edward M. Yorke Director July 31, 1996
- ------------------------
Edward M. Yorke
/s/ David E. Yurkerwich Director July 31, 1996
- ------------------------
David E. Yurkerwich
<PAGE>
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Telemundo Group, Inc.
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
4.1 Non-Qualified Stock Option Agreement, dated as
of December 31, 1994, between Mr. Blaya and the
Company (filed as Exhibit 10.2 to the Company's
Form10-Q for the quarter ended June 30, 1994 and
incorporated herein by reference)
4.2 Agreement and Release dated as of March 17, 1995
between the Company and Mr. Blaya (filed as
Exhibit 10.3 to the Company's Form 10-Q for the
quarter ended March 31, 1995 and incorporated
herein by reference)
5.1 Opinion of Osvaldo F. Torres as to the legality
of the Common Stock being registered
23.1 Consent of Osvaldo F. Torres (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche L.L.P.
24.1 Power of Attorney (included in the signature page of
this Registration Statement)
<PAGE>
EXHIBIT 5.1
TELEMUNDO GROUP, INC.
2290 WEST 8TH AVENUE
HIALEAH, FLORIDA 33010
August 12, 1996
Telemundo Group, Inc.
2290 West 8th Avenue
Hialeah, Florida 33010
Ladies & Gentlemen:
I am counsel to Telemundo Group, Inc., a Delaware
corporation (the "Company"), and am familiar with the
registration of 150,000 shares of Series A Common Stock, par
value $.01 per share (the "Series A Common Stock"), of the
Company, pursuant to a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement
relates to shares of Series A Common Stock issuable pursuant
to the Agreement and Release, executed March 17, 1995,
between Joaquin F. Blaya and the Company ("Agreement").
In my opinion, the shares of Series A Common Stock to be
registered under the Registration Statement have been duly
authorized for issuance by the Company, and, upon issuance
pursuant to the terms of the Agreement, will be validly
issued, fully paid and nonassessable.
I am admitted to practice in the State of New York and
the State of Florida, and express no opinion as to laws other
than the applicable federal laws of the United States and the
General Corporation Law of the State of Delaware.
I consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do not
admit that I come within the category of persons whose
consent is required by the Act or the Rules and Regulations
thereunder.
Very truly yours,
/s/ Osvaldo F. Torres
-------------------------
Osvaldo F. Torres
Associate General Counsel
and Secretary
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Telemundo Group, Inc. (the
"Company") and its subsidiaries on Form S-8 of our report
dated March 22, 1996 appearing in the Annual Report on Form
10-K of the Company for the year ended December 31, 1995.
/s/ Deloitte & Touch LLP
- ------------------------
Deloitte & Touche LLP
Miami, Florida
August 12, 1996
