Registration No. 333-[Pending]
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.
Vice President, Associate General Counsel and Acting Secretary
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)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum aggregate Amount
Title of securities Amount to offering offering of
to be registered be price per price(2) registration
registered(1) share(2) fee(2)
Class A Nonvoting
Common Stock, $.01 4,800,000 $25.125 $120,600,000 $35,577.00
par value
(1)An undetermined number of additional shares may be issued if
the adjustment provisions of the plan become 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 June 22, 1998.
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, 1997, 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,
1997; 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
The registrant's Certificate of Incorporation provides
that the registrant shall indemnify each officer or director 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 or such person's testator or intestate is or was a
director or officer. Expenses incurred by any such person in
defending any such action, suit or proceeding shall be paid or
reimbursed by the registrant promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall
ultimately be determined that such person is not entitled to be
indemnified by the registrant. The rights of any person under
the By-Laws shall be enforeceable against the registrant by such
person, who shall be presumed to have relied upon them in serving
or continuing to serve as a director of officer as provided
above. Notwithstanding the foregoing, and except as otherwise
provided by law, the registrant may not make any payment for
indemnification pursuant to the By-Laws to any person to the
extent of the amount of such payment that would result in the
imposition of an excise tax under Chapter 42 of the Internal
Revenue Code of 1986, as amended.
Section 145 of the Delaware General Corporation Law
provides, in substance, that Delaware corporations shall have the
power, under specified circumstances, to indemnify their
directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third
party or in the right of the corporation, by reason of the fact
that they were or are such directors, officers, employees or
agents, against expenses incurred in any such action, suit or
proceeding. The Delaware General Corporation Law also provides
that Delaware corporations may purchase insurance on behalf of
any director, officer, employee or agent.
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 (amended and restated effective
as of April 28, 1998), filed as Exhibit 10.35 to the
registrant's Form 10-Q for the fiscal quarter ended March
31, 1998, is incorporated herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Vice President, Associate
General Counsel and Acting Secretary of the registrant,
relating to the legality of the securities being
registered.
23.1 Consent of C.H.R. DuPree, Esq., Vice President, Associate
General Counsel and Acting Secretary 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 26th day of
June 1998.
THE READER'S DIGEST ASSOCIATION, INC.
By:/s/GEORGE S. SCIMONE
George S. Scimone
Vice President and Chief Financial 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
THOMAS O. RYDER Chairman of the June 26, 1998
(Thomas O. Ryder) Board and Chief
Executive Officer;
Director
GEORGE S. SCIMONE Vice President and June 26, 1998
(George S. Scimone) Chief Financial
Officer (and Chief
Accounting Officer)
LYNNE V. CHENEY Director June 26, 1998
(Lynne V. Cheney)
M. CHRISTINE DEVITA Director June 26, 1998
(M. Christine DeVita)
GEORGE V. GRUNE Director June 26, 1998
(George V. Grune)
MELVIN R. LAIRD Vice President and June 26, 1998
(Melvin R. Laird) Senior Counsellor;
Director
JAMES E. PRESTON Director June 26, 1998
(James E. Preston)
ROBERT G. SCHWARTZ Director June 26, 1998
(Robert G. Schwartz)
C.J. SILAS Director June 26, 1998
(C.J. Silas)
WILLIAM J. WHITE Director June 26, 1998
(William J. White)
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 (amended and restated effective
as of April 28, 1998), filed as Exhibit 10.35 to the
registrant's Form 10-Q for the fiscal quarter ended March
31, 1998, is incorporated herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Vice President, Associate
General Counsel and Acting Secretary of the registrant,
relating to the legality of the securities being
registered.
23.1 Consent of C.H.R. DuPree, Esq., Vice President, Associate
General Counsel and Acting Secretary of the registrant
(contained in the opinion filed as Exhibit 5 to the
registration statement).
23.2 Consent of KPMG Peat Marwick LLP.
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
Vice President, Associate General Counsel (914) 244-5007
and Acting Secretary
June 26, 1998
The Reader's Digest Association, Inc.
Pleasantville, NY 10570-7000
Ladies and Gentlemen:
I am Vice President, Associate General Counsel and Acting
Secretary 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
4,800,000 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 report dated August 14, 1997,
relating to the consolidated balance sheets of The Reader's
Digest Association, Inc. and subsidiaries as of June 30, 1997 and
1996 and the related consolidated statements of income, changes
in stockholders' equity, and cash flows for each of the years in
the three-year period ended June 30, 1997, which report is
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, 1997.
KPMG Peat Marwick LLP
New York, New York
June 26, 1998
