<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BET Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
52-1742995
(I.R.S. Employer Identification No.)
One BET Plaza, 1900 W Place, N.E., Washington D.C. 20018-1211
(Address of Principal Executive Offices) (Zip Code)
BET Holdings, Inc.
1991 Executive Stock Option Plan
(Full Title of the Plan)
Debra L. Lee, Esq.
One BET Plaza, 1900 W Place, N.E.
Washington, D.C. 20018-1211
(Name and Address of Agent For Service)
(202) 608-2000
Telephone Number, Including Area Code, of Agent For Service
Copy to:
Michael P. Rogan, Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W., Washington, D.C. 20005
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration Fee
Registered Registered Price Per Share Offering (3)
(4) (1)(2) Price (1)(2)
<S> <C> <C> <C> <C>
Class A Common Stock 2,000,000 $32.125 $64,250,000 $19,469.70
$.02 par value per share
</TABLE>
<PAGE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based upon the average of the high and low sales
prices of the common stock of the registrant as reported on the New York
Stock Exchange on May 30, 1997, a date within five business days of the
date on which this registration statement is being filed.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.
(4) Plus such additional number of shares of Class A Common Stock as may be
issuable pursuant to the antidilution provisions of the Registrant's 1991
Executive Stock Option Plan. As permitted pursuant to Rule 429 under the
Securities Act of 1933, the Prospectus covering the securities that are
registered hereby is a combined prospectus which relates to the shares
registered pursuant to this Registration Statement and pursuant to
Registration Statement No. 33-67146.
================================================================================
2
<PAGE>
EXPLANATORY NOTE
On June 7, 1993, subject to shareholder approval, the Board
of Directors of BET Holdings, Inc. (the "Company") amended the Company's
1991 Executive Stock Option Plan, as amended (the "Plan") to increase the
number of shares of Class A Common Stock for which options and other
incentive awards may be granted during the term of the Plan from 1,000,000
to 2,000,000 (the "First Amendment"). On December 3, 1993, the holders of
a majority of the combined voting power of the Class A, Class B and Class C
Common Stock of the Company, voting together as a single class, approved
the First Amendment at the 1993 Annual Meeting of Shareholders.
On August 1, 1994, the Board of Directors of the Company amended
the Plan, effective as of August 1, 1995, subject to shareholder approval,
to increase the number of shares of Class A Common Stock for which options
and other incentive awards may be granted during the term of the Plan from
2,000,000 to 3,000,000 (the "Second Amendment"). On December 1, 1995, the
holders of a majority of the combined voting power of the Class A, Class B
and Class C Common Stock of the Company, voting together as a single class,
approved the Second Amendment at the 1995 Annual Meeting of Shareholders.
This Registration Statement on Form S-8 relates to 2,000,000
additional shares of Class A Common Stock issuable pursuant to the
provisions of the Plan.
Pursuant to General Instruction E to Form S-8, the Company
incorporates by reference herein the contents of its Registration Statement
on Form S-8 (No. 33-67146).
Item 8. Exhibits
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
(including consent).
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Skadden, Arps, Slate Meagher & Flom LLP
(included in Exhibit 5).
3
<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 District of Columbia on this 3rd day of
June, 1997.
BET HOLDINGS, INC.
By: /s/ Debra L. Lee
------------------------
Debra L. Lee
President and Chief Operating
Officer
<PAGE>
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 dates indicated.
Name Title Date
---- ----- ----
/s/ Robert L. Johnson June 3, 1997
- -------------------------- Chairman, Chief ------------------
Robert L. Johnson Executive Officer and
Director
/s/ William T. Gordon June 3, 1997
- -------------------------- Executive Vice ------------------
William T. Gordon, President, Finance,
III Chief Financial
Officer and Treasurer
/s/ Sheila Crump Johnson June 3, 1997
- -------------------------- Director ------------------
Sheila Crump Johnson
/s/ Delano E. Lewis June 3, 1997
- -------------------------- Director ------------------
Delano E. Lewis
/s/ John C. Malone, Ph.D. June 3, 1997
- -------------------------- Director ------------------
John C. Malone,
Ph.D.
/s/ Denzel Washington June 3, 1997
- -------------------------- Director ------------------
Denzel Washington
/s/ Herbert P. Wilkins, Sr. June 3, 1997
- -------------------------- Director ------------------
Herbert P. Wilkins,
Sr.
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number
-------
<C> <S>
5 Opinion of Skadden, Arps, Slate,
Meagher & Flom (including consent).
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Skadden, Arps, Slate,
Meagher & Flom (included in Exhibit 5).
</TABLE>
<PAGE>
Exhibit 5
OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
June 3, 1997
BET Holdings, Inc.
One BET Plaza, 1900 W Place, N.E.
Washington, D.C. 20018-1211
Ladies and Gentlemen:
We have acted as special counsel to BET Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), covering an additional 2,000,000
shares of Class A Common Stock, par value $.02 per share (the "Shares"), of the
Company issuable pursuant to the Company's 1991 Executive Stock Option Plan as
amended through December 1, 1995 (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction
of (i) the form of the Registration Statement to be filed with the Commission on
the date hereof; (ii) the Plan; (iii) the Certificate of Incorporation of the
Company, as currently in effect; (iv) the Bylaws of the Company, as currently in
effect; (v) the resolutions of the Board of Directors of the Company relating
to, among other things, the Plan; (vi) the resolutions of the stockholders
relating to the Plan; (vii) the forms of a specimen certificate representing the
Shares; and (viii) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below. In our examination, we
have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which were
not independently established or verified, we have relied upon statements and
representations of officers or other representatives of the Company and others.
7
<PAGE>
Members of our firm are admitted to the Bar in the State of Delaware,
and we do not express any opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective, (ii) the Shares are
issued pursuant to the terms of the Plan and (iii) certificates representing the
Shares are duly executed, countersigned, registered and delivered, the Shares
will be duly authorized by requisite corporate action on the part of the Company
and, when and to the extent issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
8
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 20, 1996, which appears on
page 41 of the 1996 Annual Report to Shareholders of BET Holdings, Inc. which is
incorporated by reference in BET Holdings, Inc.'s Annual Report on Form 10-K for
the year ended July 31, 1996. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page 19 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Washington, DC
May 30, 1997
