As Filed with the Securities and Exchange Commission on May 7, 1996
Registration No. 33-____
_________________________________________________________________
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 95-4178252
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15400 Sherman Way, Suite 500
Van Nuys, California 91406
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(Address of principal executive offices) (zip code)
1988 Stock Option and Stock Appreciation Rights Plan
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(Full Title of the Plans)
Ronald B. Cushey
Chief Financial Officer
LIVE Entertainment Inc.
15400 Sherman Way, Suite 500
Van Nuys, California 91406
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(Name and address of agent for service)
818-988-5060
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(Telephone number, including area code, of agent for service)
With a copy to:
Gary J. Cohen, Esq.
Sidley & Austin
555 W. Fifth St., Suite 4000
Los Angeles, California 90013
(213) 896-6000
CALCULATION OF REGISTRATION FEE
===========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
Registered registered(1) share price fee
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Common Stock 300,000(2) $6.50(3) $1,950,000(3) $672.41(4)
($1.00 par
value)
(1) Pursuant to General Instruction E to Form S-8 Registration Statement
under the Securities Act of 1933, this Registration Statement covers
the 300,000 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, 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") and on Registration Statement
33-60927 on Form S-8/S-3 100,000 shares of Common Stock issued or
issuable pursuant to 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 300,000 shares registered hereunder, has been
computed pursuant to Rule 457 (h) and Rule 457 (c) under the Securities
Act of 1933 based on the average of the high and low prices per share
of the Common Stock on the Nasdaq Stock Market's SmallCap market on
April 30, 1996.
(4) This Registration Statement covers the 300,000 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, the registration fee of $4,221 for 300,000
shares was paid in connection with the filing of Registration Statement
No. 33-38902, and the registration fee of $142 for 100,000 shares was
paid in connection with the filing of Registration Statement
No. 33-60927. The registration fee of $672.41 for the 300,000 shares
registered hereunder is included herewith.
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the following documents
filed with the Securities and Exchange Commission ("Commission") are
incorporated herein by this reference:
(a) Registration Statement 33-30862 on Form S-8,
dated September 1, 1989;
(b) Registration Statement 33-38902 on Form S-8,
dated January 1, 1991;
(c) Registration Statement 33-60927 on Form S-8,
dated July 7, 1995;
(d) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 filed with the
Commission on March 19, 1996;
(e) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the
Commission on April 30, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable ground 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 Cit of Los Angeles, State of California,
on this 7th day of May, 1996.
LIVE Entertainment Inc.
By: /s/ ROGER A. BURLAGE
Roger A. Burlage, Chairman 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
capacity and on the date indicated.
/s/ ROGER A. BURLAGE
Roger A. Burlage Chairman and Chief Executive Officer May 7, 1996
(principal executive officer)
Director
/s/ RONALD B. CUSHEY
Ronald B. Cushey Chief Financial Officer May 7, 1996
(principal financial officer)
Director
/s/ ROBERT L. DENTON
Robert L. Denton Vice President and May 7, 1996
Chief Accounting Officer
(principal accounting officer
/s/ JAY BURNHAM
Jay Burnham Director May 7, 1996
/s/ MAKOTO KOSHIBA
Makoto Koshiba Director May 7, 1996
/s/ JONATHAN D. LLOYD
Jonathan D. Lloyd Director May 7, 1996
Charles MacDonald Director May 7, 1996
/s/ RYUICHI NODA
Ryuichi Noda Director May 7, 1996
/s/ MASAO NOMURA
Masao Nomura Director May 7, 1996
Melvin Pearl Director May 7, 1996
/s/ GREGORY R. PIERSON
Gregory R. Pierson Director May 7, 1996
Roger R. Smith Director May 7, 1996
Michael Jay Solomon Director May 7, 1996
Charles Yamarone Director May 7, 1996
May 7, 1996
LIVE Entertainment Inc.
15400 Sherman Way, Suite 500
P.O. Box 10124
Van Nuys, California 91410-0124
Re: 300,000 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 May 7, 1996 (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 300,000 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, when (i) issued in
accordance with the terms and conditions of the Plan, (ii)
payment of the exercise price for purchase of the New Shares is
received by the Company and (iii) certificates therefor are duly
executed, countersigned, registered and duly delivered to the
option holder upon exercise of options granted under 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 included in or made a part of the Registration
Statement.
Very truly yours,
/s/ SIDLEY & AUSTIN
EXHIBIT 23
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 11, 1996, 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, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
May 6, 1996
Los Angeles, California
