As filed with the Securities and Exchange Commission on December 9, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
UNITED INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1116217
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4643 South Ulster Street, Suite 1300 80237
Denver, Colorado (Zip Code)
Telephone: (303) 770-4001
(Address of Principal Executive Offices)
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UNITED INTERNATIONAL HOLDINGS, INC.
1993 Stock Option Plan
----------------------
Michael T. Fries With Copies to:
President
4643 South Ulster Street, Suite 1300 Garth B. Jensen, Esq.
Denver, Colorado 80237 Holme Roberts & Owen LLP
Telephone: (303) 770-4001 1700 Lincoln, Suite 4100
(Name, Address, and Telephone Number, Denver, Colorado 80202
Including Area Code, of Agent for Service) Telephone: (303) 866-0477
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
======================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A 500,000 $17.72 $8,860,000 $2,463
Common Stock
($.01 par value)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee for
the shares being registered hereby pursuant to Rule 457(h) based on an
exercise price of $17.72 per share (the average of the high and low sales
price for Class A Common Stock on December 8, 1998, as reported on the
Nasdaq National Market).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement applies to additional shares of Class A
Common Stock, $.01 par value per share, of the Registrant relating to
Registrant's 1993 Stock Option Plan, for which a Registration Statement on Form
S-8 (File No. 333-00226) is effective. The contents of Registrant's Registration
Statement on Form S-8 (File No. 333-00226) are hereby incorporated by reference.
Item 8 EXHIBITS
Exhibit
Number Description
- ------- ------------
5.1 Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Holdings, Inc.).
23.2 Consent of Independent Accountants--PricewaterhouseCoopers
(Cabodinamica TV Cabo Sao Paulo, S.A.) (for the years ended
December 31, 1994 and 1995).
23.3 Consent of Independent Accountants--PricewaterhouseCoopers LLP
(Monor Communications Group, Inc.) (for the years ended December
31, 1994 and 1995).
23.4 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United Pan-Europe Communications N.V.) (for years ended December
31, 1996 and 1997).
23.5 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United and Philips Communications B.V.) (for year ended December
31, 1995).
23.6 Consent of Independent Public Accountants--KPMG Accountants N.V.
(United and Philips Communications B.V.) (for year ended December
31, 1995).
23.7 Consent of Independent Public Accountants--Galaz, Gomez Morfin,
Chavero, Yamazaki, S.C. (Tele Cable de Morelos, S.A. de C.V.).
23.8 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Properties, Inc.).
23.9 Consent of Independent Public Accountants--Deloitte Touche
Tohmatsu (XYZ Entertainment Pty Ltd.) (for the year ended
December 31, 1995).
23.10 Consent of Independent Public Accountants--Arthur Andersen LLP
(UIH Europe, Inc. f/k/a Joint Venture, Inc.)
23.11 Consent of Independent Public Accountants--PricewaterhouseCoopers
(Telefenua S.A.) (for the year ended December 31, 1995).
23.12 The consent of Holme Roberts & Owen LLP is included in Exhibit
5.1.
24.1 Power of Attorney.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Denver, State of Colorado, on December 8, 1998.
UNITED INTERNATIONAL HOLDINGS, INC.,
a Delaware corporation
By: /S/ Valerie L. Cover
---------------------------------
Valerie L. Cover
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief December 8, 1998
- ------------------------------------- Executive Officer
Gene W. Schneider
* President (Principal Financial Officer) December 8, 1998
- -------------------------------------
Michael T. Fries
/S/ Valerie L. Cover Vice President and Controller (Principal December 8, 1998
- ------------------------------------- Accounting Officer)
Valerie L. Cover
* Director December 8, 1998
- -------------------------------------
Albert M. Carollo
* Director December 8, 1998
- -------------------------------------
John P. Cole, Jr.
- ------------------------------------- Director __________, 1998
Lawrence F. DeGeorge
* Director December 8, 1998
- -------------------------------------
Lawrence J. DeGeorge
* Director December 8, 1998
- -------------------------------------
Antony P. Ressler
* Director December 8, 1998
- -------------------------------------
John F. Riordan
* Director December 8, 1998
- -------------------------------------
Curtis W. Rochelle
- ------------------------------------- Director __________, 1998
Mark L. Schneider
* Director December 8, 1998
- -------------------------------------
Bruce H. Spector
* By: /S/ Valerie L. Cover December 8, 1998
----------------------------------
Valerie L. Cover, Attorney-in-fact
</TABLE>
II-2
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ------------
5.1 Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Holdings, Inc.).
23.2 Consent of Independent Accountants--PricewaterhouseCoopers
(Cabodinamica TV Cabo Sao Paulo, S.A.) (for the years ended
December 31, 1994 and 1995).
23.3 Consent of Independent Accountants--PricewaterhouseCoopers LLP
(Monor Communications Group, Inc.) (for the years ended December
31, 1994 and 1995).
23.4 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United Pan-Europe Communications N.V.) (for years ended December
31, 1996 and 1997).
23.5 Consent of Independent Public Accountants--Arthur Andersen & Co.
(United and Philips Communications B.V.) (for year ended December
31, 1995).
23.6 Consent of Independent Public Accountants--KPMG Accountants N.V.
(United and Philips Communications B.V.) (for year ended December
31, 1995).
23.7 Consent of Independent Public Accountants--Galaz, Gomez Morfin,
Chavero, Yamazaki, S.C. (Tele Cable de Morelos, S.A. de C.V.).
23.8 Consent of Independent Public Accountants--Arthur Andersen LLP
(United International Properties, Inc.).
23.9 Consent of Independent Public Accountants--Deloitte Touche
Tohmatsu (XYZ Entertainment Pty Ltd.) (for the year ended
December 31, 1995).
23.10 Consent of Independent Public Accountants--Arthur Andersen LLP
(UIH Europe, Inc. f/k/a Joint Venture, Inc.)
23.11 Consent of Independent Public Accountants--PricewaterhouseCoopers
(Telefenua S.A.) (for the year ended December 31, 1995).
23.12 The consent of Holme Roberts & Owen LLP is included in Exhibit
5.1.
24.1 Power of Attorney.
II-3
Exhibit 5.1
December 8, 1998
United International Holdings, Inc.
4643 South Ulster Street, #1300
Denver, Colorado 80237
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Commission") on or about December 8,
1998 (the "Registration Statement") by United International Holdings, Inc., a
Delaware corporation (the "Company"), for the purpose of registering under the
Securities Act of 1933, as amended (the "Act"), 500,000 shares of its Class A
Common Stock, $.01 par value (the "Class A Common Stock").
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the shares
of Class A Common Stock, when sold and delivered by the Company pursuant to the
1993 Stock Option Plan, as amended, described in the Registration Statement,
will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matters other than those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /S/ Garth B. Jensen
---------------------------
Garth B. Jensen, Partner
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 25,
1998, on the consolidated financial statements of United International Holdings,
Inc., which report appears in the United International Holdings, Inc.'s Annual
Report on Form 10-K for the year ended February 28, 1998.
/S/ Arthur Andersen LLP
--------------------------
Arthur Andersen LLP
Denver, Colorado
November 25, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated March 8, 1996, on the financial
statements of Cabodinamica TV Cabo Sao Paulo S.A. for the years ended December
31, 1994 and 1995, which appears on page 52 of United International Holdings,
Inc. Form 10-K Annual Report for the year ended February 28, 1998.
/S/ PricewaterhouseCoopers
- ---------------------------
PricewaterhouseCoopers
Auditores-Independentes
Sao Paulo, Brazil
November 25, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Monor Communications Group, Inc. and Subsidiaries
As independent accountants, we hereby consent to the incorporation by reference
in this registration statement on Form S-8 of our report dated March 15, 1996,
on the consolidated financial statements of Monor Communications Group, Inc. and
Subsidiaries for the years ended December 31, 1994 and 1995, and all related
financial statement schedules, which reports appear in the February 28, 1998
Annual Report on Form 10-K of United International Holdings, Inc.
/S/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Omaha, Nebraska
November 25, 1998
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated April
29, 1998, on the consolidated financial statements of United Pan-Europe
Communications N.V. for the years ended December 31, 1997 and 1996, which report
appears in the United International Holdings, Inc.'s Annual Report on Form 10-K
for the year ended February 28, 1998.
/S/ Arthur Andersen & Co.
--------------------------
Arthur Andersen & Co.
Amstelveen, The Netherlands
November 25, 1998
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 20,
1996, on the consolidated financial statements of United and Philips
Communications B.V. for the year ended December 31, 1995, which report appears
in the United International Holdings, Inc.'s Annual Report on Form 10-K for the
year ended February 28, 1998.
/S/ Arthur Andersen & Co.
--------------------------
Arthur Andersen & Co.
Amstelveen, The Netherlands
November 25, 1998
Exhibit 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the shareholders and the Supervisory Directors of
United and Philips Communications B.V.
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated May
20, 1996, on the consolidated financial statements of United and Philips
Communications B.V. and subsidiaries for the year ended December 31, 1995, and
all related financial statement schedules, which reports appear in the February
28, 1998 Annual Report on Form 10-K of United International Holdings, Inc.
/S/ KPMG Accountants
---------------------
KPMG Accountants N.V.
Amstelveen, The Netherlands
November 25, 1998
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Tele Cable de Morelos, S.A. de C.V. and related companies
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated March
6, 1998 and March 31, 1997, on the combined financial statements Tele Cable de
Morelos, S.A. de C.V. and related companies (all of which are subsidiaries of
Megapo Cominicaciones de Mexico, S.A. de C.V.) for the years ended December 31,
1997 and 1996, respectively, and all related financial statement schedules,
which reports appear in the February 28, 1998 Annual Report on Form 10-K of
United International Holdings, Inc.
/S/ Galaz, Gomez Morfin, Chavero, Yamazaki,
--------------------------------------------
Galaz, Gomez Morfin, Chavero, Yamazaki, S.C.
Acapulco, Mexico
November 25, 1998
Exhibit 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 25,
1998, on the consolidated financial statements of United International
Properties, Inc., which report appears in the United International Holdings,
Inc.'s Annual Report on Form 10-K for the year ended February 28, 1998.
/S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Denver, Colorado
November 25, 1998
Exhibit 23.9
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated 15
March 1996, on the consolidated financial statements of XYZ Entertainment Pty
Limited for the year ended December 31, 1995, and all related financial
statement schedules, which reports appear in the February 29[sic], 1998 Annual
Report on Form 10-K of United International Holdings, Inc.
/S/ Deloitte Touche Tohmatsu
- -----------------------------
DELOITTE TOUCHE TOHMATSU
Chartered Accountants
Sydney, Australia
November 25, 1998
Exhibit 23.10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 25,
1998, on the consolidated financial statements of UIH Europe, Inc., which report
appears in the United International Holdings, Inc.'s Annual Report on Form 10-K
for the year ended February 28, 1998.
/S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Denver, Colorado
November 25, 1998
Exhibit 23.11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 16, 1996, on the financial statements of TELEFENUA SA for the year
ended December 31, 1995, and all related financial statement schedules, which
reports appear in the February 28, 1998 Annual Report on Form 10-K of United
International Holdings, Inc.
PAPEETE
November 25, 1998
/S/ Jean-Pierre Gosse
----------------------------
Jean-Pierre GOSSE.
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gene W. Schneider, Michael T. Fries and
Valerie L. Cover, and each of them, his or her attorneys-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign a
registration statement to be filed with the Securities and Exchange Commission
(the "Commission") on Form S-8 in connection with the registration by United
International Holdings, Inc., a Delaware corporation (the "Company"), of 500,000
shares of Class A Common Stock issuable under the Company's 1993 Stock Option
Plan, and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission; and to sign all documents in connection with the
qualification and issuance of such shares with Blue Sky authorities; granting
unto said attorneys-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in the premises, hereby ratifying
and confirming all that said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.
Date: November 25, 1998 /S/ Gene W. Schneider
-----------------------------
Gene W. Schneider
Date: December 7, 1998 /S/ Michael T. Fries
-----------------------------
Michael T. Fries
Date: _________, 1998
-----------------------------
Valerie L. Cover
Date: December 1, 1998 /S/ Albert M. Carollo
-----------------------------
Albert M. Carollo
Date: November 30, 1998 /S/ John P. Cole
-----------------------------
John P. Cole, Jr.
Date: ____________, 1998
-----------------------------
Lawrence F. DeGeorge
Date: December 1, 1998 /S/ Lawrence J. DeGeorge
---------------------------
Lawrence J. DeGeorge
Date: December 1, 1998 /S/ Antony P. Ressler
-----------------------------
Antony P. Ressler
Date: December 2, 1998 /S/ John F. Riordan
-----------------------------
John F. Riordan
Date: November 27, 1998 /S/ Curtis W. Rochelle
-----------------------------
Curtis W. Rochelle
Date: ____________, 1998
-----------------------------
Mark L. Schneider
Date: December 1, 1998 /S/ Bruce H. Spector
-----------------------------
Bruce H. Spector
