As filed with the Securities and Exchange Commission on July 7, 1995
Registration No. 33-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIVE Entertainment Inc.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4178252
(I.R.S. Employer Identification No.)
15400 Sherman Way, Suite 500
Van Nuys, California 91406
(818) 988-5060
(Address of Registrant's Principal Executive Offices)
1988 Stock Option and Stock Appreciation Rights Plan
(Full Title of Plan)
Ronald B. Cushey
Chief Financial Officer
LIVE Entertainment Inc.
15400 Sherman Way, Suite 500
Van Nuys, California 91406
(818) 988-5060
(Name and address of Agent for Service)
Copy to:
Gary J. Cohen, Esq.
Sidley & Austin
555 West Fifth Street
Los Angeles, California 90013-1010
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Shares to be to be Aggregate Price Aggregate Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock, 100,000 $4.13(3) $413,000(3) $142.00(4)
$0.01 par Shares (2)
value
(1) Pursuant to General Instruction E to Form S-8 Registration
Statement under the Securities Act of 1933, this Registration
Statement covers the 100,000 shares of Common Stock being
registered hereunder. The Registrant has previously registered
on Registration Statement 33-30862 on Form S-8/S-3 1,200,000
shares of Common Stock and on Registration Statement 33-38902
on Form S-8/S-3 300,000 shares of Common Stock issued or
issuable pursuant to the 1988 Stock Option and Stock
Appreciation Rights Plan (the "Plan"), which Registration
Statements are hereby incorporated herein in their entirety by
this reference.
(2) An indeterminate number of additional shares of Common Stock
which may be issued pursuant to adjustment provisions and Stock
Appreciation Rights in the Plan are also registered hereunder.
(3) The proposed maximum offering price per share and aggregate
offering price, estimated solely for the purpose of calculating
the registration fee for the additional 100,000 shares
registered hereunder, has been computed pursuant to Rule 457(h)
and Rule 457(c) under the Securities Act of 1933 based the
average of the high and low prices per share of the Common
Stock on The Nasdaq Stock Market's SmallCap market on July 3,
1995.
(4) This Registration Statement covers the 100,000 shares of Common
Stock being registered hereunder. The registration fee of
$3,436 for 1,200,000 shares was paid in connection with the
filing of Registration Statement No. 33-30862, and the
registration fee of $4,221 for 300,000 shares was paid in
connection with the filing of Registration Statement No. 33-
38902. The registration fee of $142.00 for the 100,000 shares
registered hereunder is included herewith.
LIVE ENTERTAINMENT INC.
Explanatory Note
This Form S-8 Registration Statement under the
Securities Act of 1933 contains information which updates and
supplements certain sections of the Form S-8/Form S-3
Registration Statement (No. 33-30862 dated September 1, 1989),
and of the Form S-8/Form S-3 Registration Statement (No. 33-38902
dated January 1, 1991), and provides information relating to an
amendment to the Plan and registers an additional 100,000 shares,
all as set forth herein. Registration Statements No. 33-30862
and No. 33-38902 are incorporated in their entirety by this
reference.
The 1988 Stock Option and Stock Appreciation Rights
Plan (the "Plan") of LIVE Entertainment Inc. (the "Company" or
"Registrant") was adopted by the Company's Board of Directors on
September 20, 1988, approved by the stockholders at the 1988
Annual Meeting of the Stockholders of the Company, amended by the
stockholders of the Company at the 1989 and 1990 Annual Meetings
of the Stockholder of the Company, and further amended by the
Board of Directors in June 1993. On March 3, 1994, the Board of
Directors and the Stock Option Committee thereof initially
approved an amendment to the Plan to increase the number of
shares of Common Stock which may be granted under the Plan by an
additional 100,000 shares, and such amendment was reauthorized by
the Board of Directors on March 6, 1995. The Stockholders of the
Company approved the foregoing amendment at the 1995 Annual
Meeting of the stockholders of the Company held on May 9, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities Exchange
Commission ("Commission") are incorporated herein by this
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 filed with the
Commission on March 20, 1995, as amended by Form 10-K/A
filed with the Commission on May 16, 1995.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 filed with the Commission
on April 27, 1995.
(c) The Company's Registration Statement No. 33-54654
on Form S-4 containing a description of the Common Stock,
and the Company's definitive Proxy Statement filed December
8, 1994 for information concerning amendments to the
Company's Common Stock.
All documents subsequently filed with the Commission by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 incorporated by this reference
in the Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
See the description referred to in paragraph (c) of Item 3
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Omitted from the Registration Statement because it is not
applicable or the answer is in the negative.
Item 6. Indemnification of Directors and Officer
Section 145 of the Delaware General Corporation Law permits
the indemnification of officers, directors, employees and agents
of Delaware corporations. The Restated Certificate of
Incorporation of LIVE, as amended, provides that LIVE will, to
the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware as it may be amended
from time to time, indemnify any and all persons whom it has the
power to indemnify under such section from and against any and
all of the expenses, liabilities or other matters referred to in
or covered by such section. Such indemnification will not be
deemed exclusive of any other rights to which those persons
indemnified may otherwise be entitled, both as to action in
official capacity and as to action in another capacity while
holding such office. Such indemnification will also continue as
to a person who has ceased to be a director, officer, employee or
agent and will inure to the benefit of the heirs, executors and
administrators of such person.
The Bylaws of LIVE, as well as individual indemnification
agreements entered into between LIVE and certain of its present
and former directors and executive officers, reflect the
indemnification provisions in LIVE's Restated Certificate of
Incorporation. They provide generally for indemnification of
directors, officers, employees and other agents of LIVE in the
event of third party actions, actions by or in the right of LIVE
and in the event of a successful defense in the circumstances and
to the extent specified below.
To be entitled to indemnification, a person must have acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of LIVE, and, with
respect to any criminal proceeding, had no reasonable cause to
believe his or her conduct was unlawful. With respect to a
proceeding by or in the right of LIVE to procure a judgment in
its favor, no indemnification of a person will be made in respect
of any claim, issue, or matter as to which such person has been
adjudged liable to LIVE unless and only to the extent that the
Delaware Court of Chancery or the court in which such proceeding
was brought determines upon application that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court deems proper.
Any indemnification for other than a successful defense
(unless ordered by a court) will be made by LIVE only as
authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances
because he or she has met the applicable good faith standard of
conduct. Such determination will be made (i) by the Board of
Directors of LIVE by a majority vote of a quorum consisting of
directors who were not parties to such proceeding, (ii) if such
quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion or (iii) by the stockholders. LIVE's Bylaws
provide for the payment of expenses in advance of the final
disposition of a proceeding upon receipt of an undertaking to
repay such amount if it is ultimately determined that the person
was not entitled to indemnification.
LIVE's officers and directors are covered by directors and
officers insurance aggregating $10,000,000.
Except to the extent hereinabove set forth, there is no
charter provision, bylaw, contract, arrangement or statute under
which any director or officer of LIVE is insured or indemnified
in any manner against any liability which he or she may incur in
his or her capacity as such.
Item 7. Exemption from Registration Claimed
Omitted from the Registration Statement because it is not
applicable.
Item 8. Exhibits
5 Opinion of Counsel as to Legality of Securities
23.2 Consent of Counsel, incorporated by reference to
Exhibit 5 hereof
23.2 Consent of Independent Auditors
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
(c) 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.
(ii) 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 that time shall be deemed to be the initial
bona fide offering thereof.
(iii) To remove from registration by means of a post-
effective amendments any of the securities being registered which
remain unsold at the termination of the offering.
(iv) 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.
(v) 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 foregoing provisions, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Los Angeles, State of California, on this 6th day of
July, 1995.
LIVE Entertainment Inc.
By: /s/ ROGER BURLAGE
Roger Burlage, President and Chief Executive Officer
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 date indicated.
Anthony J. Scotti Chairman of the Board July 6, 1995
/s/ ROGER A. BURLAGE
Roger A. Burlage Chief Executive Officer July 6, 1995
(principal executive officer);
Director
/s/ RONALD B. CUSHEY
Ronald B. Cushey Chief Financial Officer July 6, 1995
(principal financial officer) and
Director
Robert L. Denton Vice President and July 6, 1995
Chief Accounting Officer
(principal accounting officer)
Frans J. Afman Director July 6, 1995
/s/ JAY BURNHAM
Jay Burnham Director July 6, 1995
/s/ JONATHAN D. LLOYD
Jonathan D. Lloyd Director July 6, 1995
Ryuichi Noda Director July 6, 1995
/s/ MASAO NOMURA
Masao Nomura Director July 6, 1995
/s/ R. TIMOTHY O'DONNELL
R. Timothy O'Donnell Director July 6, 1995
/s/ ROGER R. SMITH
Roger R. Smith Director July 6, 1995
/s/ GREGORY R. PIERSON
Gregory R. Pierson Director July 6, 1995
Makoto Koshiba Director July 6, 1995
July 6, 1995
LIVE Entertainment, Inc.
15400 Sherman Way, Suite 500
P.O. Box 10124
Van Nuys, California 91410-0124
Re: 100,000 Shares of Common Stock, $.01 par value
Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8
dated July 6, 1995 (the "Registration Statement") being filed by
LIVE Entertainment, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission (the "Commission")
relating to the registration under the Securities Act of 1933, as
amended, of 100,000 shares of Common Stock, par value $.01 per
share (the "New Shares"), of the Company in connection with an
amendment to the Company's 1988 Stock Option and Stock
Appreciation Rights Plan (the "Plan").
We have acted as special counsel to the Company in
connection with the Plan and the proposed issuance and sale of
the New Shares and have examined such records, documents and
questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis for
this opinion. In addition, we have examined the originals, or
photocopies, of such other corporate records of the Company,
certificates of public officials and of officers of the Company
and such agreements, instruments and other documents as we have
deemed necessary as a basis for the opinions expressed below. As
to the questions of fact material to such opinions, we have, when
relevant facts were not independently established by us, relied
upon a certificate of the Company or its officers or of public
officials.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly
existing under the laws of the State of Delaware.
2. The New Shares will be, as and when acquired in
accordance with the terms and conditions of the Plan, legally
issued, fully paid and nonassessable.
We do not find it necessary for purposes of this
opinion to cover, and accordingly we express no opinion as to,
the application of the securities or "Blue Sky" laws of the
various states to the sale of the New Shares. This opinion is
limited to the federal laws of the United States of America and
the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to all references to
our firm in the Registration Statement.
Very truly yours,
/s/ SIDLEY & AUSTIN
M:\DGA\LIVE.OP (7/6/95 2:13p)
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1988 Stock Option and Stock
Appreciation Rights Plan of LIVE Entertainment Inc. of our report
dated March 15, 1995, with respect to the consolidated financial
statements and schedule of LIVE Entertainment Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
Century City
Los Angeles, California
July 7, 1995
/s/ ERNST & YOUNG LLP
