As filed with the Securities and Exchange Commission on February 8, 1999
Registration No. 333-
================================================================================
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)
----------------------
UNITED INTERNATIONAL HOLDINGS, INC.
Stock Option Plan
for Non-Employee Directors
(effective March 20, 1998)
----------------------
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 $48.5625 $24,281,250 $6,750
Common Stock
($.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 $48.5625 per share (the average of the high and low sales
price for Class A Common Stock on February 1, 1999, as reported on the
Nasdaq National Market).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item
1 of Part I of this Form S-8 and the statement of availability of registrant
information and other information required by Item 2 of Part I of this Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428(a) and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
United International Holdings, Inc. (the "Company") hereby incorporates
by reference in this Registration Statement the following documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (Commission File No. 0-21974):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 28, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 31, 1998.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1998.
(d) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1998.
(e) The Company's Current Report on Form 8-K dated July 10, 1998.
(f) The Company's Current Report on Form 8-K dated August 21, 1998.
(g) Item 1 of the Company's Registration Statement on Form 8-A dated
June 22, 1993.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in the 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 or 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 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Class A Common Stock registered hereby is
being passed upon for the Company by Holme Roberts & Owen LLC, Denver, Colorado.
Certain members of Holme Roberts & Owen LLC beneficially own 73,870 shares of
the Company's Class B Common Stock, par value $0.01 per share.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides,
generally, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
II-2
<PAGE>
or completed action, suit or proceeding (except actions by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person 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 or her conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
such person in connection with the defense or settlement of any action or suit
by or in the right of the corporation, provided such person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of claims, issues and
matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Article Sixth of the Company's Second Restated Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by the
Delaware General Corporation Law, directors of the Company shall not be liable
to the Company or any of its stockholders for damages caused by a breach of a
fiduciary duty by such director.
Article Seventh of the Company's Second Restated Certificate of
Incorporation, as amended, requires the Company to indemnify, to the fullest
extent authorized by applicable law, any person who is or is threatened to be
made a party to any civil, criminal, administrative, investigative, or other
action or proceeding instituted or threatened by reason of the fact that he or
she is or was a director or officer of the Company or is or was serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise.
Article Sixth and Seventh both provide that no amendment or repeal of
such Articles shall adversely affect any right or protection that existed under
said Articles immediately before the amendment or repeal.
Article VI of the Company's Bylaws also contains indemnity provisions
requiring the Company to indemnify the directors and officers of the Company for
or on account of any action performed on behalf of the Company, to the fullest
extent provided by the laws of the State of Delaware. Such provisions provide
for the payment by the Company, to the fullest extent provided by law, of
amounts to cover expenses incurred in a proceeding, which may give rise to
indemnification rights. Such expenses to include attorneys' fees, investigation
expenses and all other costs incurred in preparation of the proceeding. The
Bylaw provisions impose upon the Company the burden of proving that a person is
not entitled to indemnification in any particular case and negate certain
presumptions that may otherwise be drawn against such person seeking
indemnification in connection with the termination of actions in certain
circumstances. These rights of indemnification are not exclusive of any other
rights the person may have under the laws of the State of Delaware, the
Company's Bylaws or otherwise. Although not requiring directors' and officers'
liability insurance, the Bylaws require a person to be provided with the maximum
coverage available for any director or officer of the Company if there is such a
policy.
The Company has purchased liability insurance policies covering its
officers and directors.
Item 7. Exemption From Registration Claimed.
Not Applicable.
II-3
<PAGE>
Item 8 Exhibits
Exhibit
Number Description
- ------ -----------
4.1 Second Restated Certificate of Incorporation of the Company dated
June 4, 1993 (incorporated herein by reference to Exhibit 3.1A of
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Commission File No. 33-61376)).
4.2 Certificate of Amendment to the Second Restated Certificate of
Incorporation of the Company dated February 7, 1994 (incorporated
herein by reference to Exhibit 3.3 of Company's Annual Report of
Form 10-K for the year ended February 28, 1994 (Commission File
No. 0-21974)).
4.3 Restated Bylaws of the Company as adopted May 25, 1993
(incorporated herein by reference to Exhibit 3.2A of Amendment
No. 1 to the Company's Registration Statement on Form S-1
(Commission File No. 33-61376)).
4.4 Specimen Stock Certificate for the Company's Class A Common
Stock, par value $0.01 per share (incorporated herein by
reference to Exhibit 4.1 of Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Commission File No.
33-61376)).
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-4
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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 end of the estimated maximum
offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% 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 (1)(i) and (1)(ii) do not apply if 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.
(4) 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 any 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.
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 provisions described under Item 6 above, 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 the
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.
II-5
<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 February 8, 1999.
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 January 29, 1999
- ------------------------------------- Executive Officer
Gene W. Schneider
* President (Principal Financial Officer) January 29, 1999
- -------------------------------------
Michael T. Fries
/S/ Valerie L. Cover Vice President and Controller (Principal February 8, 1999
- ------------------------------------- Accounting Officer)
Valerie L. Cover
* Director January 22, 1999
- -------------------------------------
Albert M. Carollo
* Director January 22, 1999
- -------------------------------------
John P. Cole, Jr.
*
- ------------------------------------- Director January 26, 1999
Lawrence F. DeGeorge
* Director January 22, 1999
- -------------------------------------
Lawrence J. DeGeorge
* Director January 29, 1999
- -------------------------------------
Antony P. Ressler
* Director January 26, 1999
- -------------------------------------
John F. Riordan
* Director January 26, 1999
- -------------------------------------
Curtis W. Rochelle
*
- ------------------------------------- Director January 26, 1999
Mark L. Schneider
* Director January 23, 1999
- -------------------------------------
Bruce H. Spector
* By: /S/ Valerie L. Cover February 8, 1999
----------------------------------
Valerie L. Cover, Attorney-in-fact
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ------------
4.1 Second Restated Certificate of Incorporation of the Company dated
June 4, 1993 (incorporated herein by reference to Exhibit 3.1A of
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Commission File No. 33-61376)).
4.2 Certificate of Amendment to the Second Restated Certificate of
Incorporation of the Company dated February 7, 1994 (incorporated
herein by reference to Exhibit 3.3 of Company's Annual Report of
Form 10-K for the year ended February 28, 1994 (Commission File
No. 0-21974)).
4.3 Restated Bylaws of the Company as adopted May 25, 1993
(incorporated herein by reference to Exhibit 3.2A of Amendment
No. 1 to the Company's Registration Statement on Form S-1
(Commission File No. 33-61376)).
4.4 Specimen Stock Certificate for the Company's Class A Common
Stock, par value $0.01 per share (incorporated herein by
reference to Exhibit 4.1 of Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Commission File No.
33-61376)).
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.
Exhibit 5.1
January 8, 1999
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 February 8,
1999 (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, par value $0.01 per share (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
Stock Option Plan for Non-Employee Directors 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
January 27, 1999
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
January 27, 1999
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
January 27, 1999
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
January 27, 1999
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
January 27, 1999
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
January 27, 1999
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, S.C.
- -------------------------------------------------
Galaz, Gomez Morfin, Chavero, Yamazaki, S.C.
Acapulco, Mexico
January 27, 1999
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
January 27, 1999
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 28, 1998 Annual Report
on Form 10-K of United International Holdings, Inc.
/S/ Deloitte Touche Tohmatsu
- -----------------------------
DELOITTE TOUCHE TOHMATSU
Chartered Accountants
Sydney, Australia
January 27, 1999
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
January 27, 1999
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
January 27, 1999
/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 Stock Option Plan
for Non-Employee Directors, 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: January 29, 1999 /S/ Gene W. Schneider
-----------------------------
Gene W. Schneider
Date: January 29, 1999 /S/ Michael T. Fries
-----------------------------
Michael T. Fries
Date: January __, 1999
-----------------------------
Valerie L. Cover
Date: January 22, 1999 /S/ Albert M. Carollo
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Albert M. Carollo
Date: January 22, 1999 /S/ John P. Cole
-----------------------------
John P. Cole, Jr.
Date: January 26, 1999 /S/ Lawrence F. DeGeorge
-----------------------------
Lawrence F. DeGeorge
Date: January 22, 1999 /S/ Lawrence J. DeGeorge
---------------------------
Lawrence J. DeGeorge
Date: January 29, 1999 /S/ Antony P. Ressler
-----------------------------
Antony P. Ressler
Date: January 26, 1999 /S/ John F. Riordan
-----------------------------
John F. Riordan
Date: January 26, 1999 /S/ Curtis W. Rochelle
-----------------------------
Curtis W. Rochelle
Date: January 26, 1999 /S/ Mark L. Schneider
-----------------------------
Mark L. Schneider
Date: January 23, 1999 /S/ Bruce H. Spector
-----------------------------
Bruce H. Spector
