<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2000
REGISTRATION NO. 333-33042
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
USA NETWORKS, INC.
(Exact name of Registrant as specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 4833 59-2712887
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
</TABLE>
---------------------
152 West 57th Street, New York, New York 10019
(212) 314-7300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
THOMAS J. KUHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
USA NETWORKS, INC.
152 WEST 57TH STREET
NEW YORK, NY 10019
(212) 314-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
WITH COPY TO:
Stephen A. Infante, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, New York 10019
---------------------
Approximate Date of Commencement of Proposed Sale to the Public: At
such time or times after the effective date of this registration statement as
the selling security holders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act of 1933 registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------- ---------------------- ---------------------- ----------------------- ----------------------
Title Of Amount Proposed Proposed Amount Of
Each Class Of To Be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee
To Be Registered Price Per Offering
Unit(1) Price(1)
- ----------------------- ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock par
value $0.01 per share 12,796,627 $20.3125 $259,931,485.94 $68,621.91(2)
- ----------------------- ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based on the average high and low sales prices as reported on
the Nasdaq National Market on March 15, 2000.
(2) This fee has been previously paid in the amount of $68,621.91.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. This
prospectus is included in a registration statement that USAi filed with the
Securities and Exchange Commission. The selling stockholders cannot sell these
securities until that registration statement becomes effective. This prospectus
is not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not permitted.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED APRIL 4, 2000
USA Networks, Inc.
----------------
12,796,627 Shares
Common Stock
-----------------
The 12,796,627 shares of our common stock offered by this prospectus
are issuable by us in connection with our acquisition of Precision Response
Corporation, referred to in this prospectus as PRC. All the shares of our common
stock offered by this prospectus may be sold from time to time by or on behalf
of specified USA Networks stockholders. See "Selling Stockholders" on Page 6
and "Plan of Distribution" on Page 9. In connection with our acquisition of
PRC, we agreed to register the shares of our common stock offered by this
prospectus. We will not receive any of the proceeds from the sale of the shares
by the selling stockholders. USA Networks is referred to in this prospectus as
USAi.
The selling stockholders may sell the shares under this prospectus from
time to time only in sales consisting of block trades executed at prevailing
market prices obtainable at the time of the sales through brokers, acting as
principal or agent, in transactions on the Nasdaq National Market or such other
national securities exchange on which USAi shares are then listed or traded. See
"Plan of Distribution" on Page 9.
USAi's common stock is listed on the Nasdaq National Market under the
trading symbol "USAI." On April 3, 2000, the closing price of the common stock
was $21.94 per share.
---------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
----------------------
The date of this prospectus is April ___, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
Where You Can Find More Information................................ 3
Special Note Regarding Forward-Looking Information................. 5
The Company........................................................ 5
Use of Proceeds.................................................... 6
Selling Stockholders............................................... 6
Plan of Distribution............................................... 9
Legal Matters...................................................... 10
Experts............................................................ 11
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
USAi files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information that USAi files with the
Securities and Exchange Commission at the Securities and Exchange Commission's
public reference rooms at the following locations:
Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549
New York Regional Office
7 World Trade Center
Suite 1300
New York, New York 10048
Chicago Regional Office
Citicorp Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. These Securities and
Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Internet world wide web site maintained
by the Securities and Exchange Commission at "http://www.sec.gov." Reports,
proxy statements and other information pertaining to USAi are also available for
inspection at the offices of The Nasdaq Stock Market, which is located at 1735 K
Street, N.W., Washington, D.C. 20006.
USAi filed a registration statement on Form S-3 to register with the
Securities and Exchange Commission the USAi common stock to be sold by the
selling stockholders. This prospectus is a part of that registration statement.
As allowed by Securities and Exchange Commission rules, this prospectus does not
contain all the information you can find in USAi's registration statement or the
exhibits to the registration statement.
The Securities and Exchange Commission allows USAi to "incorporate by
reference" information into this prospectus, which means that USAi can disclose
important information to you by referring you to other documents filed
separately with the Securities and Exchange Commission. The information
incorporated by reference is considered part of this prospectus, except for any
information superseded by information contained directly in this prospectus or
in later filed documents incorporated by reference in this prospectus.
-3-
<PAGE>
This prospectus incorporates by reference the documents set forth below
that USAi has previously filed with the Securities and Exchange Commission.
These documents contain important business and financial information about USAi.
USAI SEC FILINGS (FILE NO. 0-20570) PERIOD
- ----------------------------------- ------
Annual Report on Form 10-K Year ended December 31, 1999
Current Reports on Form 8-K or 8-K/A Filed on January 13, 2000,
January 20, 2000, January 26,
2000, February 25, 2000,
March 22, 2000 and March 23, 2000
Proxy Statement Filed on March 6, 2000
The description of USAi common stock Filed on February 14, 2000,
set forth in the Registration as amended by Amendment
Statement on Form S-4 No. 1 thereto filed on
(Registration No. 333-30404) March 3, 2000
USAi also incorporates by reference additional documents that may be
filed with the Securities and Exchange Commission under Section 13(a), 13(c), 14
or 15(d) of the Exchange Act between the date of this prospectus and prior to
the time all of the securities offered by this prospectus are sold. These
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
If you are a USAi stockholder, we may have sent you some of the
documents incorporated by reference, but you can obtain any of them through
USAi, the Securities and Exchange Commission or the Securities and Exchange
Commission's Internet web site as described above. Documents incorporated by
reference are available from USAi without charge, excluding all exhibits, except
that if USAi has specifically incorporated by reference an exhibit in this
prospectus, the exhibit will also be provided without charge. You may obtain
documents incorporated by reference in this prospectus by requesting them in
writing or by telephone from USAi at the following address:
USA Networks, Inc.
152 West 57(th) Street
New York, NY 10019
Attention: Investor Relations
(212) 314-7400
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus is dated April __, 2000. You should not assume that the information
contained in this prospectus is accurate as of any date other than that date.
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<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference may
contain certain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 with respect to the financial
condition, results of operations, business strategies, operating efficiencies or
synergies, competitive positions, growth opportunities for existing products,
plans and objectives of management, markets for USAi stock and other matters.
Statements in this prospectus and the other documents incorporated by reference
that are not historical facts are hereby identified as "forward-looking
statements" for the purpose of the safe harbor provided by Section 21E of the
Securities Exchange Act and Section 27A of the Securities Act. Such
forward-looking statements, including those relating to USAi's future business
prospects, revenues and income, wherever they occur in this prospectus and the
other documents incorporated by reference, are necessarily estimates reflecting
the best judgment of USAi's senior management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Such forward-looking statements
should, therefore, be considered in light of various important factors,
including those set forth in this prospectus and the other documents
incorporated by reference. Words such as "estimate," "project," "plan,"
"intend," "expect," "believe" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are found at
various places throughout this prospectus and the other documents incorporated
by reference, including USAi's Annual Report on Form 10-K for the year ended
December 31, 1999, including any amendments. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this prospectus. USAi does not undertake any obligation to publicly
update or release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events.
THE COMPANY
USAi, through its subsidiaries, is a leading media and electronic
commerce company. USAi's principal operating assets include USA Network, Sci-Fi
Channel, Studios USA, Home Shopping Network, Ticketmaster, Ticketmaster
Online-CitySearch, Hotel Reservations Network, Internet Shopping Network, USA
Films and USA Broadcasting.
USAi is organized along seven principal lines of business:
o Networks and television production, which includes Networks and Studios
USA. Networks operates USA Network and Sci-Fi Channel cable networks
and Studios USA produces and distributes television programming.
o Electronic retailing, which consists primarily of Home Shopping Network
and America's Store, which are engaged in the electronic retailing
business.
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<PAGE>
o Ticketing operations, which consist primarily of Ticketmaster, the
leading provider of automated ticketing services in the United States,
and Ticketmaster.com, Ticketmaster's exclusive agent for online
ticket sales.
o Hotel reservations, which consists of Hotel Reservations Network, a
leading consolidator of hotel rooms for resale in the consumer market
in the United States.
o Internet services, which includes the Internet Shopping Network, USAi's
online retailing networks business, and local city guide business.
o Filmed entertainment, which primarily represents USAi's domestic
theatrical film distribution and production businesses.
o Broadcasting, which owns and operates television stations.
USAi's company headquarters are located at 152 West 57th Street, New
York, New York 10019. USAi's telephone number is (212) 314-7300.
USE OF PROCEEDS
USAi will not receive any proceeds from the sale of the shares by the
selling selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth (1) the number of shares of USAi common
stock that will be beneficially owned by each of the selling stockholders
immediately following USAi's acquisition of PRC; (2) the percentage of
outstanding shares of USAi common stock represented by that number of shares;
and (3) the number of shares of USAi common stock registered for sale hereby.
No estimate can be given as to the number of shares that will be held by the
selling stockholders after this offering is completed because the selling
stockholders may sell all or only some of their shares pursuant to the
offering under this prospectus. The shares offered by this prospectus may be
offered from time to time by the selling stockholders named below.
<TABLE>
<CAPTION>
Number of Percentage of Number of
Shares Outstanding Shares
Beneficially Shares Registered
Name Of Selling Stockholder Owned Owned(1) Hereby(2)
- --------------------------- ----- -------- ---------
<S> <C> <C> <C>
MGLFP 1996-I Limited Partnership(3)..................... 5,356,260 1.9% 5,356,260
MGLFP 1996-II Limited Partnership(4).................... 656,100 * 656,100
Gail and Mark Gordon Foundation(5)...................... 108,032 * 108,032
SLGFLP 1996-I Limited Partnership(6).................... 1,474,200 * 1,474,200
SLGFLP 1996-II Limited Partnership(6)................... 75,600 * 75,600
JHGFLP 1996-I Limited Partnership(7).................... 1,474,200 * 1,474,200
-6-
<PAGE>
<CAPTION>
Number of Percentage of Number of
Shares Outstanding Shares
Beneficially Shares Registered
Name Of Selling Stockholder Owned Owned(1) Hereby(2)
- --------------------------- ----- -------- ---------
<S> <C> <C> <C>
JHGFLP 1996-II Limited Partnership(7)................... 75,600 * 75,600
Mark J. Gordon.......................................... 54,000 * 54,000
DEFLP 1996-I Limited Partnership(8)..................... 1,275,390 * 1,275,390
DEFLP 1996-II Limited Partnership(9).................... 580,500 * 580,500
DEGTLP 1996-I Limited Partnership(10)................... 624,545 * 624,545
DEGTLP 1996-II Limited Partnership(10).................. 75,600 * 75,600
RDMFLP 1996-I Limited Partnership(11)................... 858,600 * 858,600
RDMFLP 1996-II Limited Partnership(11).................. 54,000 * 54,000
RMCFLP 1996-I Limited Partnership(12)................... 54,000 * 54,000
- -------------------------
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding
shares of USAi.
(1) Based upon 275,097,650 shares of USAi common stock outstanding as of
the close of business on February 28, 2000.
(2) The registration statement of which this prospectus forms a part will
also cover any additional shares of USAi common stock which become
issuable in connection with the shares registered for sale hereby by
reason of any stock dividend, stock split, recapitalization or other
similar transaction.
(3) Shares held by a Texas limited partnership in which a Texas
corporation, which is wholly-owned by Mark J. Gordon (the Chairman of
the Board of PRC), is a 1% general partner and Mr. Gordon, his spouse,
two grantor retained annuity trusts and a trust for the benefit of Mr.
Gordon's grandchildren are the limited partners. The grantor retained
annuity trusts each provides an annuity to Mr. Gordon for five years,
and thereafter Mr. Gordon's spouse and his lineal descendants have the
principal and/or income interest in the remainder.
(4) Shares held by a Texas limited partnership in which a Texas
corporation, which is wholly-owned by Mr. Gordon, is a 1% general
partner and the limited partners are Mr. Gordon and his spouse.
(5) Shares held by an Internal Revenue Code Section 501(c)(3) exempt
corporation as to which Mr. Gordon and his spouse are the sole
directors.
(6) Shares held by two Texas limited partnerships in each of which a Texas
limited liability company is the 1% general partner and the Stacey Lynn
Gordon PRC Trust ("SLG Trust ") is a 98% limited partner and Stacey
Lynn Gordon (the daughter of Mr. Gordon) is a 1% limited partner. The
general partner is owned by the SLG Trust and a Texas corporation,
which is wholly-owned by the SLG Trust and is the managing member.
David L. Epstein (the Chief Executive Officer and a director of PRC)
and Richard D. Mondre (Executive Vice President, General Counsel,
Secretary and a director of PRC) share the voting and dispositive
duties with respect to these shares as co-trustees under the SLG Trust
(which was created
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<PAGE>
by Mr. Gordon for the benefit of his daughter, Stacey Lynn Gordon) and
as directors of the Texas corporation.
(7) Shares held by two Texas limited partnerships in each of which a Texas
limited liability company is the 1% general partner and the Jason
Howard Gordon PRC Trust ("JHG Trust") is a 98% limited partner and
Jason Howard Gordon (the son of Mr. Gordon) is a 1% limited partner.
The general partner is owned by the JHG Trust and a Texas corporation,
which is wholly-owned by the JHG Trust and is the managing member.
Messrs. Epstein and Mondre share the voting and dispositive duties with
respect to these shares as co-trustees under the JHG Trust (which was
created by Mr. Gordon for the benefit of his son, Jason Howard Gordon)
and as directors of the Texas corporation.
(8) Shares held by a Texas limited partnership in which a Texas
corporation, which is wholly-owned by Mr. Epstein, is the 1% general
partner and Mr. Epstein, a grantor retained annuity trust, a trust for
the benefit of Mr. Epstein's children and Mr. Epstein's spouse are
limited partners. The grantor retained annuity trust provides an
annuity for Mr. Epstein for five years, and thereafter his spouse, his
parents and their lineal descendants and others have principal and/or
income interests in the remainder.
(9) Shares held by a Texas limited partnership in which a Texas
corporation, which is wholly-owned by Mr. Epstein, is the 1% general
partner and Mr. Epstein and his spouse are the limited partners.
(10) Shares held by two Texas limited partnerships in each of which a Texas
corporation (which is wholly-owned by the David Epstein 1995 Grantor
Trust ("Epstein Grantor Trust"), which was created by Mr. Epstein for
the benefit of his children) is the 1% general partner, the Epstein
Grantor Trust is the 98% limited partner and Mr. Epstein's spouse is a
1% limited partner. Messrs. Gordon and Mondre share the voting and
dispositive duties with respect to the shares as co-trustees under the
Epstein Grantor Trust and as the directors of a Texas corporation which
is the general partner of each Texas limited partnership.
(11) Shares held by two Texas limited partnerships in each of which a Texas
corporation, which is wholly-owned by Mr. Mondre, is the 1% general
partner and Mr. Mondre and his spouse are the limited partners.
(12) Shares held by a Texas limited partnership in which a Texas
corporation, which is wholly-owned by Mr. Mondre, is the 1% general
partner and Mr. Mondre's son is the 99% limited partner.
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<PAGE>
Each of the selling stockholders was a stockholder of PRC prior to
USAi's acquisition of PRC. Mr. Gordon was the Chairman of the Board of Directors
of PRC, Mr. Epstein was the Chief Executive Officer and Mr. Mondre was the
Executive Vice President, General Counsel and Secretary of PRC. After the
acquisition of PRC, Mr. Epstein will report to the president of USAi's
Electronic and Commerce Services division. Except as otherwise noted above, none
of the selling stockholders has had a material relationship with USAi within the
past three years, other than as a result of the ownership of the shares or other
securities of USAi.
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the selling
stockholders, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing expenses,
fees and disbursements of our counsel and independent public accountants, blue
sky fees and expenses, fees of the National Association of Securities Dealers,
Inc., and fees of transfer agents and registrars. The selling stockholders will
pay all underwriting discounts and selling commissions (if any) applicable to
the sale of their shares.
Although none of the selling stockholders has advised us of the manner
in which it currently intends to sell its shares whether pursuant to this
prospectus or otherwise, the selling stockholders may choose to sell all or a
portion of such shares from time to time in the manner described herein. The
selling stockholders will act independently of USAi in making decisions with
respect to the timing and size of each sale pursuant to this prospectus.
The sole method by which the shares may be sold by the selling
stockholders under this prospectus is through block trades executed at
prevailing market prices obtainable at the time of such transactions through
brokers, acting as principal or agent, in transactions on the Nasdaq National
Market or such other national securities on which the USAi common stock is then
listed or traded. The selling stockholders may also sell all or a portion of the
shares covered by this prospectus in accordance with Rule 144 and Rule 145 under
the Securities Act rather than pursuant to this prospectus.
The term "selling stockholders" includes permitted assignees of the
selling stockholders under the registration rights agreement, dated as of
January 10, 2000, by and among USAi and each of the selling stockholders. A
permitted assignee is a person who
o has been transferred shares covered by this prospectus from a selling
stockholder with the prior written consent of USAi,
o is a member of a selling stockholder's "holder group," as defined in
the registration rights agreement, or
o is a "charity," as defined in the registration rights agreement,
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<PAGE>
provided such person, member or charity has agreed in writing with the selling
stockholders and USAi to be bound by the registration rights agreement, and
provided further that USAi has received a written acknowledgement and agreement
from such person, member or charity that is in form and substance reasonably
satisfactory to USAi that such person, member or charity agrees to be bound with
respect to all provisions of the registration rights agreement. Persons who are
members of a selling stockholder's holder group include
o a selling stockholder's spouse, parents, siblings and lineal
descendants,
o a trust for the benefit of any of the foregoing,
o any corporation or partnership controlled by such selling stockholder,
members of such selling stockholders immediate family and lineal
descendants or trusts for the benefit of any of the foregoing, and
o upon the death of a selling shareholder, the selling shareholder's
estate, executors, administrators and personal representatives, and
heirs, legatees and distributees.
Offers to purchase shares may also be solicited by agents designated by
the selling stockholders from time to time. Underwriters or other agents
participating in an offering made pursuant to this prospectus, as amended or
supplemented from time to time, may receive underwriting discounts and
commissions under the Securities Act, and discounts or concessions may be
allowed or reallowed or paid to dealers. In addition, brokers or agents
participating in such transactions may receive brokerage or agent's commissions
or fees. The selling stockholders and any underwriters, brokers or dealers
involved in the sale of the common stock hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them and any profit on any resale of the common
stock as principals may be deemed to be underwriting discounts and commissions
under the Securities Act.
The selling stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
specified liabilities, including liabilities arising under the Securities Act.
USAi and the selling stockholders have agreed in the registration rights
agreement to indemnify specified persons including "underwriters" against
specified liabilities in connection with the offering of the shares, including
liabilities arising under the Securities Act.
LEGAL MATTERS
The legality of USAi common stock offered by this prospectus will be
passed upon for USAi by its counsel, Covington & Burling, New York, New York.
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<PAGE>
EXPERTS
Ernst & Young LLP, independent auditors, have audited USAi's
consolidated financial statements and financial statement schedule included in
USAi's Annual Report on Form 10-K for the year ended December 31, 1999, as set
forth in their report, which is incorporated by reference in this prospectus.
USAi's financial statements and financial statement schedule are incorporated by
reference in reliance on Ernst & Young LLP's report, given on their authority as
experts in accounting and auditing.
The financial statements incorporated in this Prospectus by
reference to the audited historical financial statements of Precision
Response Corporation included in USAi's Current Report on Form 8-K dated
March 22, 2000 and USAi's Current Report on Form 8-K/A dated March 23, 2000
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses expected to be incurred
in connection with the distribution of the securities being registered, other
than underwriting discounts and commissions. All of the amounts shown are
estimates except for the Securities and Exchange Commission registration fees.
To Be Paid By
The Registrant
--------------
Securities and Exchange Commission filing fee......... $68,621.91
Legal fees and expenses............................... $15,000.00
Accounting fees and expenses.......................... $10,000.00
Miscellaneous......................................... $ 5,000.00
----------
Total........................................ $98,621.91
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation limits, to the
maximum extent permitted by Delaware law, the personal liability of directors
for monetary damages for breach of their fiduciary duties as a director. The
Registrant's By-Laws provide that the directors, officers and certain other
persons will be indemnified with respect to third-party actions, suits,
investigations or proceedings provided that any such person has met the
applicable standard of conduct set forth in the Delaware General Corporation Law
described below. The Registrant's By-Laws further provide that directors,
officers and certain other persons will be indemnified with respect to actions
or suits initiated by such person only if such action was first approved by the
board of directors. The Registrant's By-Laws allow the Registrant to pay all
expenses incurred by a director, officer, employee or agent in defending any
proceeding within the scope of the indemnification provisions as such expenses
are incurred in advance of its final disposition, upon an undertaking by such
party to repay such expenses, if it is ultimately determined that such party was
not entitled to indemnity by the Registrant. The Registrant believes that these
arrangements are necessary to attract and retain qualified persons as directors
and officers.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of the fact that he was a director, officer or agent of the
corporation or was serving at the request of the corporation against expenses
actually and reasonably incurred by him in connection with such action 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, had no reasonable cause to believe his conduct was unlawful
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons
II-1
<PAGE>
controlling the registrant pursuant to the foregoing provisions, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
ITEM 16. EXHIBITS
See exhibit index
ITEM 17. UNDERTAKINGS
A. 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 this 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 this 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 maximum aggregate offering price
may be reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) under the Securities Act 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 this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (A)(1)(i) and (A)(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 by the registrant pursuant to
section 13 or section 15(d) of the Securities 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.
II-2
<PAGE>
(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 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 provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange 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 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.
D. The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-3
<PAGE>
SIGNATURES
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-3 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 April 4, 2000.
USA NETWORKS, INC.
By: /s/ Thomas J. Kuhn
-----------------------------------
Thomas J. Kuhn
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
indicated on April 4, 2000.
SIGNATURE TITLE
--------- -----
* Chairman of the Board,
- ---------------------------- Chief Executive Officer
Barry Diller and Director
* Director and Chief
- ---------------------------- Operating Officer
Barry Baker
II-4
<PAGE>
* Vice President and Controller
- ---------------------------- (Chief Accounting Officer)
Michael Durney
* Director and Vice Chairman
- ----------------------------
Victor A. Kaufman
* Senior Vice President and Chief
- ---------------------------- Financial Officer (Principal
Michael Sileck Financial Officer)
* Director
- ----------------------------
Paul G. Allen
* Director
- ----------------------------
Anne M. Busquet
* Director
- ----------------------------
Donald R. Keough
* Director
- ----------------------------
Robert W. Matschullat
* Director
- ----------------------------
Samuel Minzberg
* Director
- ----------------------------
William D. Savoy
* Director
- ----------------------------
H. Norman Schwarzkopf
* By: /s/ Thomas J. Kuhn
-----------------------
Thomas J. Kuhn
as Attorney-in-Fact
Date: April 4, 2000
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2.1 Agreement and Plan of Merger by and among the Registrant, P Acquisition
Corp. and Precision Response Corporation, dated as of January 12, 2000,
is incorporated by reference to Annex I to Registrant's S-4, dated
February 14, 2000.
4.1 Indenture, dated as of November 23, 1998, among the Registrant, USANi,
LLC, the Guarantors party thereto, and the Chase Manhattan Bank, as
Trustee, incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4, dated January 27, 1999.
4.2 Form of 6 3/4% Senior Notes due 2005 is incorporated by reference to
included as Exhibit B to Exhibit 4.1 to Registrant's S-4, dated January
27, 1999.
4.3 Exchange and Registration Rights Agreement, dated as of November 23,
1998, among the Registrant, USANi LLC, the Guarantors party thereto,
and Chase Securities Inc., Bear, Stearns & Co. Inc., BNY Capital
Markets, Inc. and NationsBanc Montgomery Securities LLC, incorporated
by reference to Exhibit 4.3 to Registrant's S-4, dated January 27,
1999.
4.4 Indenture, dated as of June 25, 1993, for the Savoy 7% Convertible
Subordinated Debentures due July 1, 2003, incorporated by reference to
Exhibit 4(d) to Savoy's S-1 Registration Statement No. 33-63192.
4.5 First Supplemental Indenture, dated as of October 24, 1993, for the
Savoy 7% Convertible Debentures due July 1, 2003, incorporated by
reference to Exhibit 4(e) to Savoy's S-1 registration Statement No.
33-70160.
4.6 Second Supplemental Indenture, dated as of December 17, 1993, for the
Savoy 7% Convertible Debentures due July 1, 2003, incorporated by
reference to Exhibit 4(e) to Savoy's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
4.7 Third Supplemental Indenture, dated as of December 19, 1996, for the
Savoy 7% Convertible Debentures due July 1, 2003 incorporated by
reference to Exhibit 4.1 to Savoy's Form 8-K, dated December 19, 1996.
4.8 Form of Specimen of Certificate for the Registrant's Common Stock,
incorporated by reference to Exhibit 4.6 to the Registrant's Form 10-K,
December 31, 1997.
4.9 Provisions of the Registrant's Restated Certificate of Incorporation
that define the rights of security holders of the Registrant, are
incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K,
dated February 23, 1998.
<PAGE>
4.10 Provisions of the Registrant's Amended and Restated Bylaws that define
the rights of security holders of the Registrant, are incorporated by
reference to Exhibit 3.1 to the Registrant's Form 8-K, dated January 9,
1998.
5.1 Opinion of Covington & Burling.
10.1 Stockholders Agreement among Registrant and Mark J. Gordon, Richard D.
Mondre, David L. Epstein, and certain of their affiliates, dated as of
January 12, 2000, is incorporated by reference to Annex II to
Registrant's S-4, dated February 14, 2000.
10.2 Registration Rights Agreement among Registrant and Mark J. Gordon,
Richard D. Mondre, David L. Epstein, and certain of their affiliates,
dated as of January 12, 2000, is incorporated by reference to Annex III
to Registrant's S-4, dated February 14, 2000. 23.2 Consent of Ernst &
Young LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young.
23.3 Consent of Covington & Burling (included in Exhibit 5.1 above).
24.1 Powers of Attorney (set forth on the signature page of this
Registration Statement).
<PAGE>
Exhibit 5.1
[Letterhead of Covington & Burling]
April 4, 2000
USA Networks, Inc.
152 West 57th Street
New York, NY 10019
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 12,796,627 shares of common stock, par value $.01 per
share (the "Shares"), of USA Networks, Inc., a Delaware corporation (the
"Company"), pursuant to the Registration Statement on Form S-3 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission, which shares are issuable by the Company in the contemplated merger
of a wholly-owned subsidiary of the Company with and into Precision Response
Corporation, Inc., a Florida corporation ("PRC"), pursuant to the Agreement and
Plan of Merger by and among P Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company, PRC and the Company, dated as of January
12, 2000 (the "Merger Agreement"), we have examined such corporate records,
certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares being
sold under the Registration Statement have been duly authorized and, when the
Shares have been issued in accordance with the Merger Agreement, will be duly
and validly issued, fully paid and nonassessable.
We hereby consent to the filing of our opinion as Exhibit 5.1 to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the prospectus. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Act.
Very truly yours,
/s/ Covington & Burling
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement on Form S-3 of USA Networks, Inc. of our report dated
January 26, 2000 relating to the financial statements of Precision Response
Corporation, which appears in the Current Reports on Form 8-K and Form 8-K/A
of USA Networks, Inc. dated March 22, 2000 and March 23, 2000, respectively.
We also consent to the reference to us under the headings "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Miami, Florida
April 4, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related
Prospectus of USA Networks, Inc. for the registration of shares of its common
stock and to the incorporation by reference therein of our report dated
February 3, 2000 with respect to the consolidated financial statements and
schedule of USA Networks, Inc. as of December 31, 1999 and for each of the
three years in the period ended December 31, 1999, included in its Annual
Report (Form 10-K) filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
April 4, 2000
