HERITAGE MEDIA CORP
S-8, 1996-11-05
ADVERTISING
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<PAGE>

    As Filed With The Securities And Exchange Commission on November 5, 1996

                                                     Registration No. 333-     

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

               -------------------------------------------------

                           HERITAGE MEDIA CORPORATION 

               (Exact name of issuer as specified in its charter)

                Delaware                          42-1299303
        (State of incorporation)      (I.R.S. employer identification no.)

          One Galleria Tower
     13355 Noel Road, Suite 1500                    75240
            Dallas, Texas                         (Zip code)
(Address of principal executive office)

               -------------------------------------------------

             1996 Stock Option Plan for Heritage Media Corporation
                           (Full title of the plan)


            James P. Lehr                       Bruce H. Hallett
Senior Vice President--Chief Accounting     Crouch & Hallett, L.L.P.
     and Administration Officer              717 N. Harwood Street
     Heritage Media Corporation                    Suite 1400
         One Galleria Tower                   Dallas, Texas  75201
    13355 Noel Road, Suite 1500                  (214) 953-0053
        Dallas, Texas  75240
          (972) 702-7380
 
         (Names, addresses and telephone numbers, including area codes,
                             of agents for service)

               -------------------------------------------------

APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:  
Sales ot the optionees of securities proposed to be registered hereunder will 
occur from time to time after the effective date of this Registration 
Statement.

               -------------------------------------------------

                       CALCULATION OF REGISTRATION FEE

<TABLE>
                                         Proposed Maximum     Proposed Maximum
Title of Securities     Amount to be         Offering             Aggregate            Amount of
 to be Registered        Registered      Price Per Share       Offering Price      Registration Fee*
- -------------------     ------------     ----------------     ----------------     -----------------
<S>                    <C>                    <C>                <C>                   <C>
Common Stock,
$0.01 par value        3,000,000 Shs.         $15.25             $45,750,000           $15,775.87
- ----------------------------------------------------------------------------------------------------
</TABLE>

* Estimated solely for purposes of calculating the registration fee, which 
has been computed in accordance with Rule 457(h), based on the average high 
and low prices of the registrant's Common Stock on November 1, 1996, as 
reported on the New York Stock Exchange.

<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The documents listed (I) through (iii) below are hereby incorporated by 
reference into this Registration Statement.  All documents subsequently filed 
by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 
Securities Exchange Act of 1934 (the "1934 Act") prior to 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 herein and to be a part hereof from 
the date of filing of such documents.

     (I)  The registrant's latest annual report filed pursuant to Section 13 
or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 
424(b) or -C- under the Securities Act of 1933 (the "1933 Act"), which 
contains, either directly or by incorporation by reference, certified 
financial statements for the registrant's latest fiscal year for which such 
statements have been filed.

     (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of the 
1934 Act since the end of the fiscal year covered by the annual reports or 
the prospectus referred to in (I) above.

     (iii)  The description of the registrant's Common Stock which is 
contained in a registration statement on Form 8-A filed under the 1934 Act, 
including any amendment or report filed for the purpose of updating such 
description.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The registrant's Certificate of Incorporation eliminates to the fullest 
extent permissible under the General Corporation Law of Delaware the 
liability of directors to the Company and the stockholders for monetary 
damages for breach of fiduciary duty as a director. Delaware law limits the 
ability of a corporation to indemnify a director or officer under certain 
circumstances, including (a) acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of the law or (b) in 
connection with payment of any illegal dividend or illegal stock repurchase. 

     Article VI of the registrant's Bylaws requires the registrant to 
indemnity its officers and directors for expenses incurred in connection with 
any threatened, pending, or contemplated action, suit, or proceeding (other 
than an action brought by the registrant); provided, however, a director or 
officer may not be indemnified for any claim based on such individual's (I) 
gaining

                                     -1-

<PAGE>

any improper personal benefit; (ii) knowingly fraudulent, deliberately 
dishonest or willful misconduct; (iii) acting other than in good faith and in 
a manner he or she reasonably believed to be in or not opposed to the best 
interests of the registrant; or (iv) having no reasonable cause to believe 
his/her conduct was unlawful in the case of a criminal action or proceeding.  
The registrant is also required to indemnify an officer or director for 
expenses incurred in connection with defending an action brought by the 
registrant if the individual acted in good faith and in a manner he 
reasonably believed was not opposed to the registrant's best interests, 
except no indemnification may be made with respect to a claim, issue or 
matter as to which such director or officer is found liable to the 
registrant, unless the court in which such action or suit was brought 
determines that such person is entitled to indemnification. 


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

          4(a) 1996 Stock Option Plan and related form of stock option agreement
               (filed herewith).

          5    Opinion of Crouch & Hallett, L.L.P. (filed herewith).

         23(a) Consent of KPMG Peat Marwick LLP (filed herewith)

         23(b) Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).


ITEM 9.  UNDERTAKINGS.

         (1)  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 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; and

              (b) That, for the purpose of determining any liability under 
                  the Securities Act of 1933, 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 the time shall be deemed to be the
                  initial bona fide offering thereof; and

              (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.

                                     -2-

<PAGE>

         (2)  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 Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) 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.

         (3)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the certificate of 
incorporation or bylaws of the registrant or otherwise, the registrant has 
been advised that in the opinion of the Securities and Exchange Commission 
such indemnification is against public policy as expressed in the 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 whether such 
indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

                                     -3-

<PAGE>
                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, 
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 Dallas and the State of Texas, on 
the 31st day of October, 1996.

                                        HERITAGE MEDIA CORPORATION
                                        

                                        By  /s/ James P. Lehr
                                            --------------------------------
                                            James P. Lehr, Senior Vice
                                            President--Chief Accounting and
                                            Administration Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended, 
this registration statement has been signed below by the following persons in 
the capacities and on October 31, 1996.



Signature                                 Title
- ---------                                 -----


/s/ James M. Hoak                         Chairman of the Board
- ----------------------                    and Director
James M. Hoak


/s/ David N. Walthall                     President and Director
- ----------------------                    (Principal Executive Officer)
David N. Walthall


/s/ Douglas N. Woodrum                    Executive Vice President - Chief
- ----------------------                    Financial Officer (Principal 
Douglas N. Woodrum                        Financial Officer)


/s/ James P. Lehr                         Senior Vice President--Chief
- ----------------------                    Accounting and Administration
James P. Lehr                             Officer (Principal Accounting Officer)


/s/ H. Berry Cash                         Director
- ----------------------
H. Berry Cash


                                     II-1

<PAGE>

/s/ James S. Cownie                       Director
- ----------------------
James S. Cownie


                                          Director
- ----------------------
Joseph M. Grant


/s/ Clark A. Johnson                      Director
- ----------------------
Clark A. Johnson


/s/ Alan R. Kahn                          Director
- ----------------------
Alan R. Kahn


                                     II-2

<PAGE>

                              INDEX TO EXHIBITS


          4(a) 1996 Stock Option Plan and related form of stock option
               agreement (filed herewith).

          5    Opinion of Crouch & Hallett, L.L.P. (filed herewith).

         23(a) Consent of KPMG Peat Marwick LLP (filed herewith)

         23(b) Consent of Crouch & Hallett, L.L.P. (included as part of
               Exhibit 5).


                                     E-1


<PAGE>

                            1996 STOCK OPTION PLAN

                                       OF

                           HERITAGE MEDIA CORPORATION


     WHEREAS, the Board of Directors of the Corporation deems it in the best
interests of the Corporation that certain key employees, officers and directors
of the Corporation and its subsidiaries be given an opportunity to acquire a
stake in the operation and growth of the Corporation, as a means of assuring
their maximum effort and continued association with the Corporation; and

     WHEREAS, the Board believes that the Corporation can best obtain these and
other benefits by granting stock options to key employees, officers and
directors designated from time to time pursuant to this Plan; and

     WHEREAS, this Plan is intended to comply with Rule 16b-3 under Section 16
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor provision ("Rule 16b-3"), and this Plan shall be construed,
interpreted and administered to so comply; 

     NOW, THEREFORE, the Board does hereby adopt this 1996 STOCK OPTION PLAN,
subject to approval, within 12 months of the date of adoption, by at least a
majority of the shares of the Corporation's capital stock entitled to vote
thereon at a shareholders' meeting. 

1.   DEFINITIONS.

     Wherever used herein, the following terms shall have the following
     meanings, respectively:

     (a)  "Committee" means the Compensation Committee or other committee
          appointed by the Board, which shall consist of two or more directors,
          each of whom shall be a "disinterested person" within the meaning of
          Rule 16b-3(c) under the Exchange Act, or any successor provision.

     (b)  "Board" shall mean the Board of Directors of the Corporation.

     (c)  "Code" means the Internal Revenue Code of 1986, as amended from time
          to time.

     (d)  "Corporation" shall mean Heritage Media Corporation, or any successor
          thereof.

<PAGE>

     (e)  "Eligible Individuals" shall mean any employee, officer or director of
          the Corporation or any Parent or Subsidiary as provided in Paragraph
          4(a) of this Plan.

     (f)  "Fair Market Value" means, with respect to the Common Stock and at any
          date, (i) the reported closing price of such stock on the American
          Stock Exchange, New York Stock Exchange or other established stock
          exchange or the Nasdaq National Market System on such date, or if no
          sale of such stock shall have been made on such an exchange or the
          Nasdaq National Market System on that date, on the preceding date on
          which there was such a sale, (ii) if such stock is not then listed on
          such an exchange or quoted on the Nasdaq National Market System, the
          average of the closing bid and asked prices per share for such stock
          in the over-the-counter market as quoted on the National Association
          of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") on
          such date, or (iii) if such stock is not then listed on such an
          exchange or quoted on Nasdaq or the Nasdaq National Market System, an
          amount determined in good faith by the Committee in its sole
          discretion.

     (g)  "Non-Employee Director" means a director of the Corporation who is not
          an employee of the Corporation or any Parent or Subsidiary of the
          Corporation. 

     (h)  "Optionee" or "Participant" shall mean any individual designated by
          the Committee to be Optionees under this Plan.

     (i)  "Parent" shall mean any Parent of the Corporation.

     (j)  "Plan" shall mean this 1996 Stock Option Plan, as amended.

     (k)  "Section 16 Participant" means a Participant subject to Section 16 of
          the Exchange Act.

     (l)  "Subsidiary" means a "subsidiary corporation," whether now or
          hereafter existing, as defined in Section 424(f) of the Code or any
          other entity, including partnerships, that are owned by the
          Corporation or any Parent or Subsidiary.

     (m)  "Transferee" means a person who has succeeded to the rights of an
          Optionee under the Option as provided in Paragraphs 5(b) and 7(b)
          hereof.



                                      2

<PAGE>

2.   AUTHORITY TO GRANT OPTIONS.

     Under this Plan, the Corporation may, from time to time, but in no event
     after ten (10) years from the earlier date of the adoption or approval of
     this Plan, grant to Eligible Individuals as herein provided, an Option or
     Options to purchase from the Corporation specified amounts of the
     authorized and unissued, $.01 par value, of its Common Stock of the
     Corporation, but not to exceed in the aggregate 1,500,000 shares of Common
     Stock, subject to adjustment as provided in Paragraph 8 below. Shares
     covered by Options which lapse or otherwise are not exercised may be the
     subject of additional Options granted under this Plan. 


3.   ADMINISTRATION OF PLAN.

     (a)  This Plan shall be administered by the Committee.  Among other things,
          the Committee shall have authority, subject to the terms of this Plan
          (including provisions governing participation of Non-Employee
          Directors), to grant awards under this Plan and to determine the
          individuals to whom and the time or times at which awards may be
          granted, the type(s) of award(s) to be granted to such individuals
          pursuant to this Plan and the terms and conditions of such awards;
          provided, however, that the maximum number of shares which may be
          subject to all Options awarded to a Participant during any calendar
          year may not exceed 200,000 (subject to adjustment pursuant to
          Paragraph 8 hereof).  All administrative powers may be delegated by
          the Committee, except where (i) such powers with respect to the
          selection of and determination of awards for Section 16 Participants
          are required to be exercised by the Committee in order to enable this
          Plan to qualify for the exemption provided by Rule 16b-3 or (ii) such
          delegation would cause the benefits under this Plan to "covered
          employees" within the meaning of Section 162(m) of the Code to not
          qualify as performance-based compensation within the meaning of
          Section 162(m) of the Code and applicable interpretive authority
          thereunder.

     (b)  Subject to the provisions contained herein, the Committee shall have
          authority to adopt, alter and repeal such administrative rules,
          guidelines and practices governing the operation of this Plan as it
          shall from time to time consider advisable, to interpret the
          provisions of this Plan and any Option Agreement (as hereinafter
          defined), and to decide all disputes arising in connection with this
          Plan.  The Committee's decisions and interpretations shall be final
          and binding.  Any action of the 



                                      3

<PAGE>

          Committee with respect to the administration of this Plan shall be 
          taken pursuant to a majority vote or by the unanimous written 
          consent of its members.

     (c)  The Corporation shall indemnify and hold harmless each director of the
          Corporation and each Committee member for any action or determination
          made in good faith with respect to this Plan or any Option Agreement. 


4.   GRANT OF OPTIONS.

     (a)  The following individuals shall be eligible to receive awards pursuant
          to this Plan as follows:

               (i)  Any employee (including any officer or director who is an
                    employee) of the Corporation or any Parent or Subsidiary of
                    the Corporation shall be eligible to receive Options under
                    this Plan.  

               (ii) Any Non-Employee Director of the Corporation shall be
                    eligible to receive Options as set forth in Paragraph 10
                    hereof.

     (b)  Subject to the provisions of this Plan, the Committee may award
          Options and determine the number of shares to be covered by each
          Option, the Option price therefor, the term of the Option, and the
          other conditions and limitations applicable to the exercise of the
          Option.  The terms of each Option need not be identical, and the
          Committee need not treat Participants uniformly.  Except as otherwise
          provided by this Plan or a particular Option Agreement, any
          determination with respect to an Option may be made by the Committee
          at the time of award or at any time thereafter.


5.   OPTION AGREEMENT.

     No Option granted hereunder shall be effective for any purpose unless and
     until the Optionee has executed a written agreement (the "Option
     Agreement"), with the Corporation with respect to the terms of the Option
     and its exercise. Such agreement shall be in form and content determined by
     the Committee to be necessary in order that the Option and its exercise
     will be pursuant and subject to this Plan and applicable regulatory laws or
     accounting principles. In this 



                                      4

<PAGE>

     regard, but without limitation thereto, the Option Agreement shall in its 
     terms include the following provisions, which are hereby made a part of 
     this Plan:

     (a)  The Option is not exercisable after the expiration of ten years from
          the date the Option is granted; and

     (b)  The Option is non-transferable by the Optionee otherwise than by will
          or the laws of descent and/or distribution, and is exercisable, during
          his lifetime, by him only.


6.   EXERCISE OF OPTION.

     (a)  Subject to the provisions of Paragraph 11 hereof, the Optionee shall
          have remained in the continuous employ of the Corporation or a Parent
          or Subsidiary for two years from and after the date on which the
          Option is granted, or such other and greater period as may be fixed by
          the Committee, before he can exercise any part of the Option. 

     (b)  Subject to the provisions of Paragraph 11 hereof, after the Optionee
          has remained in the continuous employ of the Corporation for two
          years, and other requirements for the exercise of the Option have been
          met, the Option may be exercised as to all of the shares subject to
          the Option. No Option Agreement entered into by the Corporation shall
          be considered to impose upon the Corporation or Parent or Subsidiary
          any obligation to retain the Optionee in its employment for two years
          or any other period of time.

     (c)  The Committee shall, subject to other provisions of this Plan, fix the
          manner of exercising the Option, in whole or in part. The Option shall
          be exercised by means of written notice executed by the Optionee and
          delivered to the Corporation stating the number of shares to be
          purchased. Said notice shall be accompanied by payment in cash, or by
          certified or cashier's check payable to the order of the Corporation,
          of the full purchase price, in United States dollars; provided,
          however, that in lieu of cash an Optionee may exercise his Option by
          tendering to the Corporation such shares of the Common Stock of the
          Corporation owned by him having a fair market value equal to the cash
          exercise price applicable to his Option, with the fair market value of
          such stock to be determined in such appropriate manner as may be
          provided for by the Committee or as may be required in order to comply
          with or conform to the requirements of any applicable or relevant laws
          or regulations, or any combination of cash payments and stock tenders
          as may be 



                                      5

<PAGE>

          acceptable to the Committee. No shares shall be issued to any Optionee
          until full payment therefor has been made. 

     (d)  Options may be exercised in whole or in part, however, no Option shall
          be exercised for less than 100 shares unless such exercise shall be
          for the full number of shares then purchasable under the Option.


7.   EMPLOYMENT RELATIONSHIP.

     (a)  In the event that an Optionee shall cease to be an employee of the
          Corporation or Parent or Subsidiary, such Optionee shall have the
          right to exercise the Option at any time within three months after
          such termination of employment or if the Optionee is disabled the
          Optionee may exercise the Option within twelve months after
          termination of employment (but not after the expiration of ten years
          from the date the Option is granted, and only to the extent the
          Optionee could have exercised such Option on the date he ceased to be
          an employee).

     (b)  If the Optionee shall die while an employee of the Corporation or a
          Parent or Subsidiary and shall not have fully exercised the Option, an
          Option may be exercised, subject to the condition of ten years from
          the date it is granted, to the extent that the Optionee's right to
          exercise such Option has accrued pursuant to Paragraph 6 of this Plan
          at the time of his death and had not previously been exercised, at any
          time within twelve months after the Optionee's death, by the executors
          or administrators of the Optionee or by any person or persons who
          shall have acquired the Option directly from the Optionee by bequest
          or inheritance.


8.   TRANSFERS AND CAPITAL CHANGES BY CORPORATION.

     (a)  The adoption and approval of this Plan, and the grant of an Option
          pursuant to this Plan, shall not affect in any way the right or power
          of the Corporation to make adjustments, reclassifications, or
          reorganizations or changes of its capital or business structure or to
          merge or to consolidate or to dissolve, liquidate or sell, or transfer
          all or any part of its business or assets. Except as in this Paragraph
          8 otherwise provided, the Optionee shall have no rights by reason of
          any subdivision or consolidation of shares of stock of any class, and
          no adjustment by reason thereof shall be made with respect to, the
          number or price of shares of Capital Stock subject to the Option. No
          provision 



                                      6

<PAGE>

          in this Paragraph 8 shall be deemed to authorize an extension of the
          period for the exercise of an Option beyond the period of ten years
          as provided in Paragraph 5(a) hereof.

     (b)  Subject to any required action by the stockholders, if the Corporation
          shall be the surviving corporation in any merger or consolidation,
          each outstanding Option shall pertain to and apply to the securities
          to which a holder of the number of shares of Common Stock subject to
          the Option would have been entitled.

     (c)  In the event of a stock dividend, stock split or combination of shares
          of Common Stock, recapitalization or other increase or decrease in the
          number of issued shares of Common Stock effected without receipt of
          consideration by the Corporation, appropriate and proportionate
          adjustment shall be made in (i) the number and kind of shares of stock
          in respect of which Options may be awarded under this Plan, (ii) the
          number and kind of shares of stock or other property subject to
          outstanding Options, and (iii) the award, exercise or conversion price
          with respect to any of the foregoing.


9.   TAX CONSEQUENCES.

     The Options which Optionee receives to this Plan are considered
     non-statutory stock options for tax purposes. The term "non-statutory"
     merely indicates that the particular option plan does not meet the
     requirements of a qualified (statutory) stock option plan.  Under the tax
     laws in effect as of the date of this Plan, options received under this
     non-statutory option plan will be taxable as compensation when the Option
     is exercised. The amount taxable at the time of exercise will be the
     difference between the option price and the fair market value of the stock
     on the date that the Option is exercised. The amount, as determined in the
     preceding sentence, will be taxed as compensation income at the ordinary
     tax rates. When the Optionee later sells the stock, any further
     appreciation in value between the date of exercise and the date of sale
     will be taxed at capital gains rates, provided the requisite holding period
     is met.


10. NONDISCRETIONARY AWARDS TO NON-EMPLOYEE DIRECTORS.

     (a)  Notwithstanding any other provision of this Plan, Non-Employee
          Directors shall participate in this Plan only to the extent set forth
          in this Paragraph 10.  The provisions of this Plan applicable to
          awards granted or to be granted to Non-Employee Directors are intended
          to comply with the provisions of Rule 16b-3(c)(2)(ii) under the
          Exchange Act, or any 



                                      7

<PAGE>

          successor provision, and such provisions shall be construed, 
          interpreted and administered to so comply.  The Committee shall 
          have no authority to take any action, and shall not take any
          action, if the authority to take such action, or the taking of such
          action, would result in noncompliance with such provisions.

              (i)   On the second Friday in December of each year commencing
                    December 13, 1996, each Non-Employee Director shall receive
                    a grant of an Option to purchase 2,000 shares of Common
                    Stock.  Options granted to Non-Employee Directors shall
                    first become exercisable two years after the date of grant,
                    subject to the provisions of Paragraph 11 hereof. To the
                    extent Rule 16b-3 is amended so that the Options may be
                    awarded to Non-Employees Directors at dates to be determined
                    by the Committee, then the Committee is authorized to select
                    in its discretion the date for grants of Options to the Non-
                    Employee Directors.

              (ii)  The term of each Option granted to a Non-Employee Director
                    shall be ten years from its date of grant. 

              (iii) The option price of the shares of Common Stock subject to 
                    each Option granted to a Non-Employee Director shall be the
                    Fair Market Value of such shares on the date the Option is 
                    granted.

     (b)  If a Non-Employee Director ceases to be a director of the Corporation,
          such Non-Employee Director's Options shall be exercisable by him only
          during the six months following the date such person ceases to be a
          director, except that if a Non-Employee Director dies while serving as
          a director, such Non-Employee Director's Options shall be exercisable
          by his or her executor or administrator or, if not so exercised, by
          the legatees or the distributees of his or her estate, only during the
          six months following his or her death. 


11.  ACCELERATION OF EXERCISABILITY AND VESTING UNDER CERTAIN CIRCUMSTANCES

     Notwithstanding any provision in this Plan to the contrary, with regard to
any Option awarded to any Participant, unless the particular Option provides
otherwise, the Option will become immediately exercisable and vested in full
upon the occurrence, before the expiration or termination of such Option or
forfeiture of such shares, of any of the events listed below:



                                      8

<PAGE>

     (a)  a sale, transfer or other conveyance of all or substantially all of
          the assets of the Corporation on a consolidated basis;

     (b)  the acquisition of beneficial ownership (as such term is defined in
          Rule 13d-3 promulgated under the Exchange Act) by any "person" (as
          such term is used in Sections 13(d) and 14(d) of the Exchange Act),
          other than (i) the Corporation or (ii) James Hoak and his affiliates,
          directly or indirectly, of securities representing 50% or more of the
          total number of votes that may be cast for the election of directors
          of the Corporation; or

     (c)  the commencement (within the meaning of Rule 14d-2 promulgated under
          the Exchange Act) of a "tender offer" for stock of the Company subject
          to Section 14(d)(2) of the Exchange Act; or

     (d)  the failure at any annual or special meeting of the Corporation's
          stockholders following an "election contest" subject to Rule 14a-11
          promulgated under the Exchange Act, of any of the persons nominated by
          the Corporation in the proxy material mailed to stockholders by the
          management of the Corporation to win election to seats on the Board,
          excluding only those who die, retire voluntarily, are disabled or are
          otherwise disqualified in the interim between their nomination and the
          date of the meeting.


12.  AMENDMENT AND DISCONTINUANCE.

     The Committee may amend the terms of any Option theretofore granted,
     retroactively or prospectively, but no such amendment shall impair the
     rights of any holder without his or her written consent.

13.  MISCELLANEOUS

     (a)  No person shall have any claim or right to be awarded an Option, and
          the award of an Option shall not be construed as giving a Participant
          the right to continued employment.  The Corporation expressly reserves
          the right at any time to dismiss a Participant free from any liability
          or claim under this Plan, except as expressly provided in the
          applicable Option Agreement.

     (b)  Nothing contained in this Plan shall prevent the Corporation from
          adopting other or additional compensation arrangements for its
          employees or directors.



                                      9

<PAGE>

     (c)  Subject to the provisions of the applicable Option Agreement, no
          Participant shall have any rights as a stockholder with respect to any
          shares of Common Stock to be distributed under this Plan until he or
          she becomes the record holder thereof.

     (d)  The Committee may require, as a condition of receiving shares of
          Common Stock issued pursuant to any Option, that a Participant furnish
          to the Corporation such written representations and information as the
          Committee deems appropriate to permit the Corporation, in light of the
          existence or nonexistence of an effective Registration Statement under
          the Securities Act of 1933, as amended (the "Securities Act"), to
          deliver such shares in compliance with the provisions of the
          Securities Act.

     (e)  Notwithstanding any other provision of this Plan, in order to qualify
          for the exemption provided by Rule 16b-3, (i) any shares of equity
          security received by a Section 16 Participant may not be sold for six
          months and one day after the date of award of the Option and (ii) any
          Option or other right related to an equity security issued under this
          Plan that constitutes a "derivative security" within the meaning of
          Rule 16b-3(a)(2) under the Exchange Act, or any successor provision,
          shall not be transferable other than by will or the laws of descent
          and distribution.  The Committee shall have no authority to take any
          action, and shall not take any action, if the authority to take such
          action, or the taking of such action, would disqualify this Plan from
          the exemption provided by Rule 16b-3.

     (f)  This Plan shall become effective upon its approval by the Board,
          subject to approval by the stockholders of the Corporation. Prior to
          such stockholder approval, awards may be granted under this Plan
          subject to such stockholder approval.

     (g)  The Board may amend, suspend or terminate this Plan or any portion
          thereof at any time, provided that (i) no amendment shall be made
          without stockholder approval if such approval is necessary to comply
          with any applicable tax or regulatory requirement, including any
          requirements for exemptive relief under Section 16(b) of the Exchange
          Act or any successor provision, and (ii) Paragraph 10 hereof and, as
          it relates to awards granted or to be granted to Non-Employee
          Directors, Paragraph 11 hereof, may not be amended more than once
          every six months other than to comport with changes in the Code or
          ERISA or the rules and regulations under either thereof.  If any
          amendment, suspension or termination of this Plan shall materially and
          adversely affect the rights of the holder of any award then
          outstanding, such 



                                     10

<PAGE>

          amendment, suspension or termination shall not be deemed to alter 
          such rights unless the holder shall consent thereto.











                                     11


<PAGE>


                                  [Letterhead]



(214) 953-0053


                                October 31, 1996


Heritage Media Corporation
13355 Noel Road, Suite 1500
Dallas, Texas 75240

Gentlemen:

     We have served as counsel for Heritage Media Corporation, a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, covering the issuance of 3,000,000 shares (the "Shares") of Common
Stock, $0.01 par value, of the Company to be issued in connection with the 1996
Stock Option Plan for Heritage Media Corporation. 

     We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein.  Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, will be duly and
validly issued and outstanding, fully paid and non-assessable.

     We consent to the use of this opinion as Exhibit 5 to the Registration
Statement. 

                                   Very truly yours,

                                   /s/ CROUCH & HALLETT, L.L.P





<PAGE>





                          INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Heritage Media Corporation:


We consent to incorporation by reference in the Registration Statement on 
Form S-8 of Heritage Media Corporation of our report dated February 23, 1996 
relating to the consolidated balance sheets of Heritage Media Corporation and 
subsidiaries as of December 31, 1995 and 1994 and the related consolidated 
statements of operations, stockholders' equity, and cash flows and related 
schedules for each of the years in the three-year period ended December 31, 
1995, which report appears in the December 31, 1995 Annual Report on Form 
10-K of Heritage Media Corporation.

                                                  /s/ KPMG Peat Marwick LLP

                                                  KPMG Peat Marwick LLP


Dallas, Texas
November 1, 1996



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