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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN MEDIA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 65-0203383
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 EAST COAST AVENUE
LANTANA, FLORIDA 33464
(561) 540-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
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AMERICAN MEDIA, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of Plan)
PETER J. CALLAHAN
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN MEDIA, INC.
600 EAST COAST AVENUE
LANTANA, FLORIDA 33464
(561) 540-1000
(Name, address including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
DENISE A. GORDON, ESQ.
STEEL HECTOR & DAVIS LLP
777 S. FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401
(561) 650-7273
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 1,000,000 (2) $ 8.84375 $ 8,843,750 $ 2,679.92
$.01 par value
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), based upon the average of the high and
low sale prices of such Common Stock reported on August 18, 1997 on the
New York Stock Exchange.
(2) This Registration Statement also relates to such indeterminate number of
additional shares of Common Stock of the Registrant which may be necessary
to adjust the number of shares reserved for issuance pursuant to the Stock
Option Plan as a result of stock splits, stock dividends,
recapitalizations, mergers, reorganizations, combinations or exchange of
shares or other similar events pursuant to Rule 416(a) promulgated under
the Securities Act.
PURSUANT TO RULE 429 PROMULGATED UNDER THE SECURITIES ACT, THE PROSPECTUS
RELATING TO THIS REGISTRATION STATEMENT WILL BE USED AS A COMBINED PROSPECTUS IN
CONNECTION WITH THIS REGISTRATION STATEMENT AND THE 510,800 SHARES REMAINING
UNDER REGISTRATION STATEMENT NO. 33-44803 FILED ON DECEMBER 26, 1991.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE AUTOMATICALLY UPON FILING
WITH THE SEC IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT , AND RULES
456 AND 462 PROMULGATED THEREUNDER.
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THIS REGISTRATION STATEMENT IS FILED PURSUANT TO GENERAL INSTRUCTION E TO
FORM S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by American Media, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. The Registrant's Form S-8, Registration No. 33-44803, filed on
December 26, 1991, except for Exhibits 4.4, 4.5, 4.6 and 4.7 which are no longer
in effect.
2. The Registrant's Annual Report on Form 10-K (Commission File No. 1-
10784) for the fiscal year ended March 31, 1997.
3. The Registrant's Quarterly Report on Form 10-Q (Commission File No.
1- 10784) for the quarter ended June 30, 1997.
4. All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the report referred to in (3)
above.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and 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 this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, or 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 is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has included provisions in its Restated Certificate of
Incorporation (the "Certificate") that eliminate the personal liability of its
directors for monetary damages resulting from breaches of their fiduciary
duties, provided that such provisions do not eliminate liability for breaches of
the duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, and any transaction from
which the director derived an improper personal benefit. The Certificate and the
Registrant's Amended and Restated By-Laws also indemnify the Registrant's
directors and officers, including former directors and officers, to the fullest
extent permitted by, and in accordance with, the laws of the State of Delaware.
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Section 145 of the General Corporation Law of the State of Delaware
("Delaware Law") grants a corporation the power 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 by reason of the fact that the person is or was a director or
officer of the corporation against expenses reasonably incurred in connection
with the defense or settlement (including attorneys' fees). The corporation is
entitled to indemnify a director or officer whether or not the action or suit
(or proceeding, in the case of a direct action against the director or officer)
was by or in the right of the corporation (I.E., a derivative action), provided
that the director or officer acted in good faith and in the best interests of
the corporation. Section 145 also provides for advancement of legal expenses to
a director or officer defending an action, suit or proceeding upon receipt of an
undertaking by the director or officer to repay such amount if it is ultimately
determined that the director or officer is not entitled to such indemnification
under the terms of Section 145. The Certificate (i) requires that the Registrant
pay the expenses of a director incurred in defending a civil or criminal action;
(ii) makes discretionary the payment of such expenses on behalf of an officer;
and (iii) requires that the indemnified person undertake to repay such amount if
it is ultimately determined that the person is not entitled to indemnification.
In addition, provisions in the Certificate exclude indemnification for
violations under Section 174 of the Delaware Law. Section 174 provides that in
case of willful or negligent violation of the provisions of Sections 160 and 173
of the Delaware Law, which prohibit the payment of unlawful dividends and
unlawful stock purchases or stock redemptions, respectively, the directors under
whose administration the violations occurred shall be jointly and severally
liable to the corporation and to its creditors for the full amount unlawfully
paid out. Section 174 further provides that the liability of directors extends
for six years after paying such unlawful dividend or after such unlawful stock
purchase or redemption. Pursuant to Section 174, a director who is absent when
the unlawful acts were committed is not held liable, however, if he caused his
dissent to be entered on the minute books of the corporation in a timely
fashion, and a director is entitled to contribution from his fellow directors
who voted for or concurred in the unlawful dividend, stock purchase or
redemption.
The Registrant carries insurance permitted by the laws of the State of
Delaware on behalf of directors, officers, employees or agents which may cover
liabilities under the Securities Act. The Registrant, however, has been informed
that, in the opinion of the Commission, such indemnification for liabilities
arising under the Securities Act is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 8. EXHIBITS.
4.1 Amendment of Certificate of Incorporation of Registrant dated
November 1, 1994 changing its name to American Media, Inc.
from Enquirer/Star Group, Inc. (incorporated by reference from
Registrant's Annual Report on Form 10-K for the year ended
March 27, 1995, filed as Exhibit 3.3, Commission File No.
1-10784).
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4.2 Amended and Restated By-Laws of Registrant dated May 20, 1993
(incorporated by reference from Registrant's Annual Report on
Form 10-K for the year ended March 29, 1993, filed as Exhibit
3.3, Commission File No. 1-10784).
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Steel Hector & Davis LLP (included in Exhibit 5 to
this Registration Statement).
24 Power of Attorney (included on signature pages of this
Registration Statement).
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POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature appears
below hereby appoints Harvey Blicksilver, Richard W. Pickert and Maynard
Rabinowitz, and each of them severally, as his attorney-in-fact to sign in his
name and on his behalf in any and all capacities stated below and to file with
the Securities and Exchange Commission any and all amendments, including
post-effective amendments, to this Registration Statement, and the Registrant
hereby also appoints Harvey Blicksilver, Richard W. Pickert and Maynard
Rabinowitz, and each of them severally, as its attorney-in-fact with like
authority to sign and file any such amendments in its name and behalf.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Lantana, State of Florida, on this 13th day of August,
1997.
AMERICAN MEDIA, INC.
By:/s/ PETER J. CALLAHAN
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Peter J. Callahan
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Peter J. Callahan Chairman of the Board, August 13, 1997
- ------------------------------ President, Chief Executive
Peter J. Callahan Officer and Director
(Principal Executive Officer)
/s/ Richard W. Pickert Senior Vice President and
- ------------------------------ Chief Financial Officer
Richard W. Pickert (Principal Financial Officer)
</TABLE>
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<TABLE>
<S> <C>
/s/ Peter A. Nelson Vice President, Controller and
- ------------------------------ Chief Accounting Officer
Peter A. Nelson (Principal Accounting Officer)
/s/ Barry Baker Director
- ------------------------------
Barry Baker
/s/ Anthony J. Bolland Director
- ------------------------------
Anthony J. Bolland
/s/ Michael J. Boylan Director
- ------------------------------
Michael J. Boylan
/s/ Iain Calder Director
- ------------------------------
Iain Calder
/s/ Roy F. Coppedge III Director
- ------------------------------
Roy F. Coppedge III
/s/ Steven B. Dodge Director
- ------------------------------
Steven B. Dodge
/s/ Gerald S. Hobbs Director
- ------------------------------
Gerald S. Hobbs
/s/ Maynard Rabinowitz Director
- ------------------------------
Maynard Rabinowitz
/s/ Gerry M. Ritterman Director
- ------------------------------
Gerry M. Ritterman
/s/ Roger Wood Director
- ------------------------------
Roger Wood
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NO.
4.1 Amendment of Certificate of Incorporation of Registrant dated November
1, 1994 changing its name to American Media, Inc. from Enquirer/Star
Group, Inc. (incorporated by reference from Registrant's Annual Report
on Form 10-K for the year ended March 27, 1995, filed as Exhibit 3.3,
File No. 1-10784).
4.2 Amended and Restated By-Laws of Registrant dated May 20, 1993
(incorporated by reference from Registrant's Annual Report on Form 10-K
for the year ended March 29, 1993, filed as Exhibit 3.3, File No.
1-10784).
5 Opinion of Steel Hector & Davis LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Steel Hector & Davis LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature pages of this Registration
Statement).
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EXHIBIT 5
August 22, 1997
American Media, Inc.
600 East Coast Avenue
Lantana, Florida 33462
Ladies and Gentlemen:
As counsel for American Media, Inc., a Delaware corporation ("American
Media"), we have participated in the preparation of a registration statement on
Form S-8 to be filed by American Media with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), on or about the date hereof in connection with the American
Media, Inc. Amended and Restated Stock Option Plan (the "Plan"). The
Registration Statement registers 1,000,000 shares (the "Shares") of American
Media Class A Common Stock, $.01 par value per share (the "Class A Common
Stock"). This opinion is given with respect to the Shares to the extent they are
newly-issued shares of Common Stock.
In connection therewith, we have examined American Media's Restated
Certificate of Incorporation and American Media's Amended and Restated By-Laws,
each as amended to the date hereof; resolutions of the Board of Directors of
American Media on May 21, 1997 providing, among other things, for an increase in
the number of shares of the Class A Common Stock available under the Plan from
2,200,000 to 3,200,000 shares, and such other corporate documents and records,
certificates of public officials and questions of law as we deemed necessary or
appropriate for the purposes of this opinion.
We have also reviewed the relevant statutory provisions of the Delaware
General Corporation Law and such other legal authority in Delaware as we have
deemed relevant.
Based on the foregoing, we advise you that the shares of Common Stock,
when sold as contemplated by the Registration Statement, will be validly issued,
fully paid and non-assessable.
The foregoing opinions are rendered subject to the qualification that
we are members of the Florida Bar. The foregoing opinions are limited to the
laws of the State of Florida, the Delaware General Corporation Law and the
federal laws of the United States insofar as they bear on the matters covered
hereby.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to us in the Prospectus
under the caption "Legal Matters."
Very truly yours,
STEEL HECTOR & DAVIS LLP
DAG/TGO/HRF
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated April 30, 1997
included in American Media, Inc.'s Form 10-K for the fiscal year ended March 31,
1997 and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Miami, Florida
August 20, 1997
