<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 of Incorporation)
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)
BET Holdings, Inc. 1997 Employee Stock Purchase Plan
----------------------------------------------------
(Full Title of the Plan)
Debra L. Lee, Esq.
BET Holdings, Inc.
One BET Plaza
1900 W Place, N.E.
Washington, D.C. 20018-1211
(202) 608-2000
---------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
Copy of all communications to:
Michael Rogan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Washington, DC 20005
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share (1)(2) Price(1)(2) Fee
====================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.02 per share 150,000 $32.125 $4,818,750 $1,460.23
====================================================================================================
</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"),on the basis of
the average of the high and low prices of the Registrant's Common Stock as
quoted on the New York Stock Exchange Composite Tape on May 30, 1997, a
date within five business days prior to the date of filing of this
Registration Statement, solely for the purpose of calculating the
registration fee.
(2) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the document(s) containing the information specified in this Part I of Form S-8
is currently included in a prospectus, dated June 3, 1997, which is to be
distributed to persons who participate in the BET Holdings, Inc. 1997 Employee
Stock Purchase Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, BET Holdings, Inc., a Delaware corporation
(the "Company"), pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference in this registration
statement.
(a) The Company's Annual Report on Form 10-K for the year ended
July 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarters
ended October 31, 1996 and January 31, 1997 and the Company's Report on
Form 8-K dated February 1, 1997.
(c) The description of the Class A Common Stock, par value $.02
per share, of the Company (the "Class A Common Stock") contained in the
Company's Registration Statement on Form S-1 declared effective by the
Commission as of October 30, 1991, which is also incorporated by reference
in the Company's Registration Statement on Form 8-A dated October 3, 1991,
filed pursuant to Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company 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 herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes
2
<PAGE>
such statement. Any such statement so modified shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Class A Common Stock to be issued in
connection with this Registration Statement will be passed upon for the Company
by Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.
The consolidated financial statements incorporated in this Registration
Statement by reference to the Annual Report on Form 10-K of BET Holdings, Inc.
for the year ended July 31, 1996 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation provides that no
director of the Company will be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law ("DGCL") or (iv) for any transaction from which the director
derived an improper personal benefit.
The By-laws provide that directors and officers of the Company shall be
indemnified against liabilities arising from their service as directors and
officers to the full extent permitted by law.
Section 145 of the DGCL empowers a corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
3
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Section 145 also empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no such indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless, and only to the extent that, the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Company, regarding the legality of the securities
being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Company (contained in the opinion filed as Exhibit
5.1 hereto).
24.1 Powers of Attorney (included on the signature page of this
registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
4
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(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
- -------- -------
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing
5
<PAGE>
provisions, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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 or
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 Securities
Act and will be governed by the final adjudication of such issue.
6
<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 City of Washington, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
- ---------------------------------- Chief Executive Officer and June 3 , 1997
Robert L. Johnson Chairman
*
- ---------------------------------- Executive Vice President, June 3 , 1997
William T. Gordon, III Finance, Chief Financial
Officer and Treasurer
*
- --------------------------------- June 3 , 1997
Sheila Crump Johnson Director
*
- --------------------------------- June 3 , 1997
Delano E. Lewis Director
*
- --------------------------------- June 3 , 1997
John C. Malone, Ph.D. Director
*
- --------------------------------- June 3 , 1997
Denzel Washington Director
*
- --------------------------------- June 3 , 1997
Herbert P. Wilkins, Sr. Director
* By: /s/ Debra L. Lee
- ---------------------------------
Debra L. Lee
As Attorney-in-Fact for the
officers and directors as
indicated above
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- --------------- ---------------------- --------
<S> <C> <C>
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Company, regarding the legality of the securities
being registered.
23.1 Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP, special
counsel to the Company (contained in the opinion filed as Exhibit
5.1 hereto).
24.1 Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 5.1
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 150,000 shares of Class
A Common Stock, par value $.02 per share (the "Shares"), of the Company to be
issued pursuant to or reserved for issuance under the BET Holdings, Inc. 1997
Employee Stock Purchase Plan (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.
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.
<PAGE>
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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
<PAGE>
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. We also consent to the reference to us under
the heading "Experts" in this Registration Statement.
PRICE WATERHOUSE LLP
Washington, DC
May 30, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Robert L. Johnson and Debra L.
Lee and each of them, as his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, in connection with the Company's
Registration Statement on Form S-8 under the Securities Act, including, without
limiting the generality of the foregoing, to sign this Registration Statement in
the name and on behalf of the Company or on behalf of the undersigned as a
director or officer of the Company, and any and all amendments or supplements to
this Registration Statement, including any and all stickers and post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission and any applicable securities exchange or any
other regulatory body, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert L. Johnson
- -------------------------- Chief Executive Officer and April 17, 1997
Robert L. Johnson Chairman
/s/ William T. Gordon, III
- -------------------------- Executive Vice President, April 17, 1997
William T. Gordon, III Finance, Chief Financial
Officer and Treasurer
/s/ Sheila Crump Johnson
- -------------------------- Director April 17, 1997
Sheila Crump Johnson
/s/ Delano E. Lewis
- -------------------------- Director April 17, 1997
Delano E. Lewis
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ John C. Malone, Ph.D.
- --------------------------- Director April 17, 1997
John C. Malone, Ph.D.
/s/ Denzel Washington
- --------------------------- Director April 17, 1997
Denzel Washington
/s/ Herbert P. Wilkins, Sr.
- --------------------------- Director April 17, 1997
Herbert P. Wilkins, Sr.
</TABLE>
