Registration No. 333-[pending]
UNITED STATES
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, Corporate Secretary and 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)
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to offering offering registration
to be registered be price per price(2) fee(2)
registered(1) share(2)
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Class A Nonvoting
Common Stock, $.01 6,500,000 $36.34375 $236,234,375.00 $65,673.16
par value
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(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 July 31, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Reader's Digest's Registration Statement on Form S-8
(Registration No. 333-57789) are incorporated by reference in this
Registration Statement.
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 Reader's Digest'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 Reader's Digest's Form
10-K for the fiscal year ended June 30, 1993, is incorporated herein
by reference.
4.1.3 Certificate of Amendment of the Certificate of Incorporation of The
Reader's Digest Association, Inc. filed with the State of Delaware on
November 19, 1999, filed as Exhibit 10.29 to Reader's Digest's Form
10-Q for the quarter ended March 31, 2000, 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 Reader's Digest'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 August 13, 1999),
filed as Exhibit 10.17 to Reader's Digest's Form 10-K for the fiscal
year ended June 30, 1999, is incorporated herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Vice President, Corporate Secretary
and Associate General Counsel of Reader's Digest, relating to the
legality of the securities being registered.
23.1 Consent of C.H.R. DuPree, Esq., Vice President, Corporate Secretary
and Associate General Counsel of Reader's Digest (contained in the
opinion filed as Exhibit 5 to the registration statement).
23.2 Consent of KPMG LLP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Reader's
Digest 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 1st day of August 2000.
THE READER'S DIGEST ASSOCIATION, INC.
By: /s/ GEORGE S. SCIMONE
George S. Scimone
Senior 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 Board August 1, 2000
(Thomas O. Ryder) and Chief Executive
Officer; Director
GEORGE S. SCIMONE Senior Vice President August 1, 2000
(George S. Scimone) and Chief Financial
Officer (and Chief
Accounting Officer)
DORVIN D. LIVELY Vice President and August 1, 2000
(Dorvin D. Lively) Corporate Controller
(Chief Accounting
Officer)
LYNNE V. CHENEY Director August 1, 2000
(Lynne V. Cheney)
M. CHRISTINE DEVITA Director August 1, 2000
(M. Christine DeVita)
JAMES E. PRESTON Director August 1, 2000
(James E. Preston)
LAWRENCE R. RICCIARDI Director August 1, 2000
(Lawrence R. Ricciardi)
C.J. SILAS Director August 1, 2000
(C.J. Silas)
WILLIAM J. WHITE Director August 1, 2000
(William J. White)
ED ZSCHAU Director August 1, 2000
(Ed Zschau)
<PAGE>
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 Reader's Digest'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 Reader's Digest's
Form 10-K for the fiscal year ended June 30, 1993, is
incorporated herein by reference.
4.1.3 Certificate of Amendment of the Certificate of
Incorporation of The Reader's Digest Association,
Inc. filed with the State of Delaware on November 19, X
1999, filed as Exhibit 10.29 to Reader's Digest's
Form 10-Q for the quarter ended March 31, 2000, 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 Reader's Digest'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 August 13, 1999), filed as
Exhibit 10.17 to Reader's Digest's Form 10-K for the
fiscal year ended June 30, 1999, is incorporated
herein by reference.
5 Opinion of C.H.R. DuPree, Esq., Vice President,
Corporate Secretary and Associate General Counsel of XX
Reader's Digest, relating to the legality of the
securities being registered.
23.1 Consent of C.H.R. DuPree, Esq., Vice President,
Corporate Secretary and Associate General Counsel of
Reader's Digest (contained in the opinion filed as
Exhibit 5 to the registration statement).
23.2 Consent of KPMG LLP. XX
