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As filed with the Securities and Exchange Commission on October 5, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 59-2712887
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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152 West 57th Street, New York, NY 10019
(Address of Principal Executive Offices) (Zip Code)
TICKETMASTER STOCK PLAN (AS AMENDED AND RESTATED)
(Full title of the plan)
THOMAS J. KUHN
USA NETWORKS, INC.
152 WEST 57TH STREET
NEW YORK, NY 10019
(Name and address of agent for service)
(212) 314-7300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
SECURITIES BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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Common Stock, 45,000 N/A $894,375(2) $263.84(2)
par value $.01 per shares
share
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(1) Also includes an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the Plan.
(2) The average of the high and low reported prices of the Registrant's Common
Stock on October 1, 1998 has been used for the purpose of calculating the
registration fee pursuant to Rule 457(c).
THIS REGISTRATION STATEMENT INCORPORATES BY REFERENCE THE CONTENTS OF
REGISTRATION STATEMENT NO. 333-57667 FOR THE TICKETMASTER STOCK PLAN (AS AMENDED
AND RESTATED).
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Page 2 of 6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INTRODUCTORY STATEMENT AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (the "Registration Statement")
of USA Networks, Inc., a Delaware corporation (the "Company" or the
"Registrant"), relates to up to 45,000 shares of the Registrant's common stock,
par value $.01 per share (the "Common Stock"), issuable in connection with the
Ticketmaster Stock Plan (As Amended and Restated) (the "Plan") of Ticketmaster
Group, Inc. ("Ticketmaster").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the date of the filing of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities registered hereunder have been sold, or that 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 the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and the Company's Current Reports on Form 8-K
filed January 9, 1998 (amending Form 8-K filed on February 13, 1996), January
16, 1998, January 23, 1998, February 13, 1998, February 23, 1998, April 1, 1998,
May 1, 1998, May 19, 1998 and June 24, 1998;
(c) The information contained in the Company's Proxy Statement, dated
January 12, 1998, for its annual meeting of stockholders held on February 11,
1998, filed with the Commission on January 13, 1998; and
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form S-4, dated November 20, 1996 (No.333-16437).
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Page 3 of 6
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to legality of the
shares of Common Stock being registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
5.01 hereto)
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of KPMG Peat Marwick LLP
23.05 Consent of PricewaterhouseCoopers LLP
23.06 Consent of PricewaterhouseCoopers LLP
24.01 Power of Attorney (included on Page 4 of this Registration
Statement)
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Page 4 of 6
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 this Registration Statement 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 New York, State of New
York, on the 15th day of September, 1998.
USA NETWORKS, INC.
By: /s/ Barry Diller
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Barry Diller
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor A. Kaufman and Thomas J. Kuhn,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities on September 15, 1998
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SIGNATURE TITLE
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/s/ Barry Diller
- --------------------------------- Chairman of the Board,
Barry Diller Chief Executive Officer and Director
/s/ Victor A. Kaufman
- --------------------------------- Office of the Chairman, Chief
Victor A. Kaufman Financial Officer and Director
(Principal Financial Officer)
/s/ Michael P. Durney
- --------------------------------- Controller (Chief Accounting Officer)
Michael P. Durney
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Page 5 of 6
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/s/ Paul G. Allen
- --------------------------------- Director
Paul G. Allen
/s/ Frank J. Biondi, Jr.
- --------------------------------- Director
Frank J. Biondi, Jr.
/s/ Edgar Bronfman, Jr.
- --------------------------------- Director
Edgar Bronfman, Jr.
/s/ James G. Held
- --------------------------------- Director
James G. Held
/s/ Donald Keough
- --------------------------------- Director
Donald Keough
/s/ Robert W. Matschullat
- --------------------------------- Director
Robert W. Matschullat
/s/ Samuel Minzberg
- --------------------------------- Director
Samuel Minzberg
/s/ William D. Savoy
- --------------------------------- Director
William D. Savoy
/s/ H. Norman Schwarzkopf
- --------------------------------- Director
H. Norman Schwarzkopf
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Page 6 of 6
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to legality of the
shares of Common Stock being registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
5.01 hereto)
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of KPMG Peat Marwick LLP
23.05 Consent of PricewaterhouseCoopers LLP
23.06 Consent of PricewaterhouseCoopers LLP
24.01 Power of Attorney (included on Page 4 of this Registration
Statement)
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EXHIBIT 5 - OPINION OF WACHTELL, LIPTON
EXHIBIT 5.01
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
October 2, 1998
USA Networks, Inc.
152 West 57th Street
New York, New York 10019
Re: Registration Statement on Form S-8 of USA Networks, Inc.
Members of the Board:
We are acting as special counsel to USA Networks, Inc., a Delaware
corporation ("the Company"), in connection with the above-captioned Registration
Statement on Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration of 45,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company
pursuant to the Ticketmaster Stock Plan (the "Plan") of Ticketmaster Group, Inc.
("Ticketmaster").
In connection with this opinion, we have reviewed the Registration
Statement and the exhibits thereto, and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, certificates of public officials and of officers of the
Company, the Plan and other instruments, and such other matters of law and fact
as we have deemed necessary to render the opinion contained herein.
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USA Networks, Inc.
October 2, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock available under the Plan, when issued, delivered and paid
for in accordance with the terms and conditions of the Plan, will be validly
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ WACHTELL, LIPTON, ROSEN & KATZ
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EXHIBIT 23.02 - DELOITTE & TOUCHE
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in a Registration Statement of USA
Networks, Inc. (formerly HSN, Inc. and Silver King Communications, Inc.) on Form
S-8, pertaining to the registration of common stock of USA Networks, Inc. for
issuance in connection with the Ticketmaster Stock Plan (As Amended and
Restated) of Ticketmaster Group, Inc., of our report dated July 2, 1996
appearing in the Annual Report on Form 10-K of USA Networks, Inc. for the year
ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
September 28, 1998
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EXHIBIT 23.03 - ERNST & YOUNG
Exhibit 23.03
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of USA Networks, Inc. pertaining to the Ticketmaster Stock Plan (as
amended and restated) of our report dated March 13, 1998, with respect to the
consolidated financial statements and schedule of USA Networks, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
September 28, 1998
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EXHIBIT 23.04 - KPMG
Exhibit 23.04
Consent of KPMG Peat Marwick LLP
The Board of Directors
USA Networks, Inc.
We consent to the use of our report dated February 24, 1995 on the combined
statements of income, cash flows and changes in partners' equity of USA Networks
for the year ended December 31, 1994 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
New York, New York
September 28, 1998
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EXHIBIT 23.05 - PRICEWATERHOUSECOOPERS- (NY)
Exhibit 23.05
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of USA Networks, Inc. of our report dated February 21,
1997 relating to the financial statements of USA Networks appearing on page H-7
of HSN, inc's (subsequently renamed USA Networks, Inc.) proxy statement dated
January 12, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
September 29, 1998
New York, NY
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EXHIBIT 23.06 - PRICEWATERHOUSECOOPERS(CA)
Exhibit 23.06
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of USA Networks, Inc. of our report dated December 8, 1997
relating to the financial statements of Universal Television Group appearing on
page I-9 of HSN, inc's (subsequently renamed USA Networks, Inc.) proxy statement
dated January 12, 1998.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
September 29, 1998
Century City, CA
