As filed with the Securities and Exchange Commission on December 15, 1994
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
THE READER'S DIGEST ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1726769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Pleasantville, New York 10570-7000
(Address of Principal Executive Offices) (Zip Code)
The Reader's Digest Association, Inc. 1994 Key Employee Long Term
Incentive Plan
(Full title of the plan)
C.H.R. DuPree, Esq.
Associate General Counsel
The Reader's Digest Association, Inc.
Pleasantville, New York 10570-7000
(Name and address of agent for service)
(914) 238-1000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum Proposed maxmimum Amount of
to be registered registered (1) offering price per aggregate offering registration
share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
Class A Nonvoting Common
Stock, $.01 par value 6,000,000 $44.8125 $268,875,000 $92,715.52
<FN>
(1) An undetermined number of additional shares may be issued if
the adjustment provisions of the plan becomes operative.
(2) Calculated pursuant to rule 457(c),
based upon the average of the high and low prices of
registrant's Class A Nonvoting Common Stock on the New York
Stock Exchange on December 9, 1994.
</FN>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in
the Registration Statement:
(a) the registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1994, filed with the Commission
pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Exchange Act");
(b) all other reports filed by the registrant pursuant
to Section 13(a) or 15(d) of the Exchange Act since June 30,
1994; and
(c) the description of the Class A Nonvoting Common
Stock that is contained or incorporated by reference in the
Registration Statement on Form 8-A (File No. 1-10434) of the
registrant filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the 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 in the Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Registrant's Certificate of Incorporation provides that
the registrant shall indemnify each director and officer of the
registrant to the fullest extent permitted by law, subject to the
limitations set forth in its By-Laws. The By-Laws provide that
the registrant shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was a director or officer of the registrant or
serves or served at the request of the registrant any other
enterprise as a director or officer.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of directors and
officers under certain circumstances. The directors and officers
of the registrant are also covered by certain insurance policies
maintained by the registrant that insure against certain
liabilities that a director or officer may incur in such
capacity.
Item 8. Exhibits
4.1.1 Restated Certificate of Incorporation of The Reader's
Digest Association, Inc. filed with the State of Delaware
on February 7, 1990, filed as Exhibit 3.1.1 to the
registrant's Form 10-K for the fiscal year ended June 30,
1993, is incorporated herein by reference.
4.1.2 Certificate of Amendment of the Certificate of
Incorporation of The Reader's Digest Association, Inc.
filed with the State of Delaware on February 22, 1991,
filed as Exhibit 3.1.2 to the registrant's Form 10-K for
the fiscal year ended June 30, 1993, is incorporated
herein by reference.
4.2. Amended and Restated By-Laws of The Reader's Digest
Association, Inc., effective February 22, 1991, filed as
Exhibit 3.2 to the registrant's Form 10-K for the fiscal
year ended June 30, 1993, is incorporated herein by
reference.
4.3 The Reader's Digest Association, Inc. 1994 Key Employee
Long Term Incentive Plan, filed as Exhibit 10.17 to the
registrant's Form 10-Q for the fiscal quarter ended March
31, 1994, is incorporated herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Associate General Counsel
of the registrant, relating to the legality of the
securities being registered.
23.1 Consent of C.H.R. DuPree, Esq., Associate General Counsel
of the registrant (contained in the opinion filed as
Exhibit 5 to the registration statement).
23.2 Consent of KPMG Peat Marwick LLP.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (other than information
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement);
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this 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 this registration
statement (other than information contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement);
(iii) 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;
(2) 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 of
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.
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 Town of New Castle, State of New York, on this ninth day of
December 1994.
THE READER'S DIGEST ASSOCIATION, INC.
By: James P. Schadt
James P. Schadt
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Title Date
George V. Grune Chairman of the Board; Director December 9, 1994
(George V. Grune)
James P. Schadt President and Chief Executive December 9, 1994
(James P. Schadt) Officer; Director
Melvin R. Laird Vice President and Senior December 9, 1994
(Melvin R. Laird) Counsellor; Director
Anthony W. Ruggiero Senior Vice President and Chief December 9, 1994
(Anthony W. Ruggiero) Financial Officer
Joseph G. NeCastro Vice President and Controller December 9, 1994
(Joseph G. NeCastro)
William G. Bowen Director December 9, 1994
(William G. Bowen)
Lynne V. Cheney Director December 9, 1994
(Lynne V. Cheney)
M. Christine DeVita Director December 9, 1994
(M. Christine DeVita)
James E. Preston Director December 9, 1994
(James E. Preston)
Robert G. Schwartz Director December 9, 1994
(Robert G. Schwartz)
Walter V. Shipley Director December 9, 1994
(Walter V. Shipley)
C.J. Silas Director December 9, 1994
(C.J. Silas)
EXHIBIT INDEX
Exhibit Page
4.1.1 Restated Certificate of Incorporation of The Reader's
Digest Association, Inc. filed with the State of Delaware on
February 7, 1990, filed as Exhibit 3.1.1 to the registrant's Form
10-K for the fiscal year ended June 30, 1993, is incorporated
herein by reference.
4.1.2 Certificate of Amendment of the Certificate of
Incorporation of The Reader's Digest Association, Inc.
filed with the State of Delaware on February 22, 1991,
filed as Exhibit 3.1.2 to the registrant's Form 10-K for
the fiscal year ended June 30, 1993, is incorporated
herein by reference.
4.2. Amended and Restated By-Laws of The Reader's Digest
Association, Inc., effective February 22, 1991, filed as
Exhibit 3.2 to the registrant's Form 10-K for the fiscal
year ended June 30, 1993, is incorporated herein by
reference.
4.3 The Reader's Digest Association, Inc. 1994 Key Employee
Long Term Incentive Plan, filed as Exhibit 10.17 to the
registrant's Form 10-Q for the fiscal quarter ended March
31, 1994, is incorporated herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Associate General Counsel
of the registrant, relating to the legality of the
securities being registered. 8
23.1 Consent of C.H.R. DuPree, Esq., Associate General Counsel
of the registrant (contained in the opinion filed as Exhibit 5 to
the registration statement).
23.2 Consent of KPMG Peat Marwick LLP. 9
Exhibit 5
[RDA LOGO]
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, New York 10570-7000
Clifford H.R. DuPree (914) 244-5622
Associate General Counsel (914) 244-7671
(914) 244-5644
December 15, 1994
The Reader's Digest Association, Inc.
Pleasantville, NY 10570-7000
Ladies and Gentlemen:
I am Associate General Counsel of The Reader's Digest
Association, Inc., a Delaware corporation (the "Company"), and
have acted as counsel to the Company in connection with the
authorization for issuance of 6,000,000 shares of Class A
Nonvoting Common Stock, par value $.01 per share (the "Shares"),
of The Reader's Digest Association, Inc. reserved for issuance
under The Reader's Digest Association, Inc. 1994 Key Employee
Long Term Incentive Plan (the "Plan"). In so acting, I have
examined such documents and records and matters of law as I have
deemed necessary for the purposes of this opinion.
Based upon such examination, I am of the opinion that the Shares
will, when issued in accordance with the terms of the Plan, be
legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the
Registration Statement.
Very truly yours,
/s/ Clifford H.R. DuPree
Clifford H.R. DuPree
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Stockholders and Board of Directors
The Reader's Digest Association, Inc.
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of The Reader's Digest Association, Inc.,
relating to The Reader's Digest Association, Inc. 1994 Key Long
Term Incentive Plan, of our reports dated September 7, 1994,
relating to the consolidated balance sheets of The Reader's
Digest Association, Inc. and subsidiaries as of June 30, 1994 and
1993 and the related consolidated statements of income, changes
in stockholders' equity, and cash flows and related schedules for
each of the years in the three-year period ended June 30, 1994,
which reports appear in or are incorporated by reference in the
annual report on Form 10-K of The Reader's Digest Association,
Inc. for the fiscal year ended June 30, 1994.
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
December 13, 1994
