<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
