As filed with the Securities and Exchange Commission on July 18, 1997
Registration No. 333- ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------------
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-149660
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2000 W. 41st Street
Baltimore, Maryland 21211
(410) 467-5005
(Address of Principal Executive Offices)
1996 LONG-TERM INCENTIVE PLAN OF
SINCLAIR BROADCAST GROUP, INC.
(Full title of the plan)
David D. Smith
2000 W. 41st Street
Baltimore, Maryland 21211
(410) 467-5005
(Name and address, including zip code, and telephone number, including
area code, of agent for service)
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Class A Common
Stock, $.01 par value................. 2,073,673 $29.85 (1) $61,895,324.60(1) $18,756.16(1)
Options with respect to the
foregoing shares of Class A
Common Stock.......................... 2,073,673 NA NA NA
Stock Appreciation Rights based
on the foregoing shares of Class A
Common Stock.......................... 2,073,673 NA NA NA
</TABLE>
(1) In accordance with the terms of the Long-Term Incentive Plan, the
exercise price for incentive stock options shall not be less than 100%
of the fair market value of the Class A Common Stock at the time the
option is granted. The exercise price for nonqualified stock options
shall not be less than 50% of the fair market value per share of the
Class A Common Stock on the date of the grant. In accordance with Rule
457(c), the aggregate offering price and the amount of the registration
fee are computed on the basis (a) for ungranted options, of the average
of the high and low prices reported in the Nasdaq Stock Market on July
11, 1997, and (b) for granted options, of the actual exercise price
specified in those granted options.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The annual report on Form 10-K of Sinclair Broadcast
Group, Inc. (the "Company") for the fiscal year ended December 31,
1996, as amended (the "Annual Report") pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(c) The description of the Class A Common Stock, par value
$.01 per share of the Company contained in the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission
on March 28, 1995, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Registration Statement covers shares of Class A Common Stock, par
value $.01 per share of the Company ("Class A Common Stock") issuable upon
exercise of options ("Options") for the purchase of Class A Common Stock under
the 1996 Long-Term Incentive Plan of the Company (the "LTIP") and pursuant to
stock awards ("Stock Awards") under the LTIP, as well as the Options and stock
appreciation rights based on shares of Class A Common Stock issued pursuant to
the LTIP. A total of 2,073,673 shares of Class A Common Stock will be reserved
and available for awards under the LTIP, although the LTIP provides certain
further limits on awards made under the LTIP.
The LTIP will be administered by the Company's Compensation Committee
(the "Committee"), consisting of two or more directors, each of whom must not be
an employee of the Company and must not be eligible to receive awards under the
LTIP. The Committee is authorized to designate participants from among the
eligible officers and other employees, determine the type and number of awards
to be granted, set terms and conditions of awards, and make all determinations
that may be necessary or advisable for the administration of the LTIP. The
Committee may extend the exercisability of awards, accelerate the vesting or
exercisability of awards, and eliminate or make less restrictive any
restrictions in an award. No such
<PAGE>
amendment or termination may impair the rights of a participant under any
outstanding award without his or her consent.
The LTIP provides for the discretionary grant by the Committee of
nonqualified stock options ("NQSOs"), incentive stock options ("ISOs"), stock
appreciation rights ("SARs"), stock awards ("Stock Awards"), cash awards ("Cash
Awards"), and performance awards ("Performance Awards"). The individuals
eligible to participate in the LTIP are the employees of, and other service
providers to, the Company and its subsidiaries whose performance can have an
effect on the success of the Company and its subsidiaries (approximately 2400
people), but it is expected that Awards will be limited to executive officers
and key employees.
A total of 2,073,673 shares of Class A Common Stock will be reserved
and available for awards under the LTIP, although the LTIP provides certain
further limits on awards. Specifically, during or with respect to any calendar
year, no participant may receive (i) awards of ISOs, NQSOs, or SARs that are
exercisable for more than the difference between 1.5 million shares and the
number of shares relating to outstanding ISOs, NQSOs, and SARs, (ii) awards
consisting of shares or denominated in shares (other than ISOs, NQSOs, or SARs)
relating to more than 20,000 shares, or (iii) cash or other awards not described
in (i) and (ii) with a value in excess of $300,000, determined as of the date of
grant.
To the extent permitted by Rule 16b-3 under the Exchange Act, shares
forfeited or related to an award that terminates without issuance of shares will
be available again for issuance under the LTIP, but in no event shall the number
of shares subject to outstanding awards exceed the total shares reserved.
The LTIP provides that Committee members and its agents shall not be
personally liable, and shall be fully indemnified, in connection with any
action, determination, or interpretation taken or made in good faith under the
LTIP.
NQSOs and ISOs entitle the participant to purchase shares of Class A
Common Stock at prescribed prices pursuant to a schedule for exercisability
established by the Committee. SARs entitle the participant to receive the excess
of the fair market value of a share of Class A Common Stock or other specified
valuation on the date of exercise over the strike price of the SAR, as
determined by the Committee. The exercise price of an ISO may not be less than
the fair market value per share of the Class A Common Stock on the date of grant
(or 110% of the fair market value for any optionee who is a "Ten Percent
Shareholder" as defined in Section 422(c)(5) of the Internal Revenue Code of
1986, as amended (the "Code")). The exercise price of an NQSO may not be less
than 50% of the fair market value per share of the Common Stock on the date of
grant. Stock options and SARs may be exercisable at such times (including
certain periods following the termination of employment) and may be subject to
such terms and conditions as the Committee may specify, except that no option or
SAR may have a term exceeding 10 years (or 5 years for ISOs granted to Ten
Percent Shareholders). Options may be exercised by payment of the exercise price
in cash, Class A Common Stock, outstanding awards, or other property as the
Committee may determine from time to time.
Stock Awards consist of grants of Class A Common Stock to participants,
subject to the terms and conditions established by the Committee. The Stock
Awards may be restricted or subject to forfeiture ("Restricted Stock"), which
stock may be issued at the beginning of the period or at the end.
Awards may be settled in cash, Class A Common Stock, other awards, or
other property. The Committee may require or permit participants to defer the
distribution of all or part of an award in accordance with such terms and
conditions as the Committee may specify, including payment of interest or
dividend equivalents on any deferred amounts or stock, respectively.
The Committee may permit optionees to exercise their options using
successive exercises (so that shares deemed received in the exercise of the
first portion of the option become the consideration paid for the exercise of
the next portion of the option). The Committee may also direct the Company to
lend a participant the funds to
- 2 -
<PAGE>
exercise or purchase awards and may authorize the use of proceeds to be received
by participants from the sale of Common Stock under awards as a source of funds
to exercise or purchase awards.
Awards may not be pledged or otherwise encumbered and are not
transferable except by will or by the laws of descent and distribution. A
participant may designate a beneficiary to exercise such person's rights and
receive distributions under the LTIP upon such person's death.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Amendment and Restatement and By-Laws of the Company
state that the Company shall indemnify, and advance expenses to, its directors
and officers whether serving the Company or at the request of another entity to
the fullest extent permitted by and in accordance with Section 2-418 of the
Maryland General Corporation Law. Section 2-418 contains certain provisions
which establish that a Maryland corporation may indemnify any director or
officer made party to any proceeding by reason of service in that capacity,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with such proceeding
unless it is established that the director's or officer's act or omission was
material to the matter giving rise to the proceeding and the director or officer
(i) acted in bad faith or with active and deliberate dishonesty; (ii) actually
received an improper personal benefit in money, property or services; or (iii)
in the case of a criminal proceeding, had reasonable cause to believe that his
act was unlawful. However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made if the director or officer is
adjudged to be liable to the corporation. The statute also provides for
indemnification of directors and officers by court order.
Section 12 of Article II of the Amended By-Laws of Sinclair Broadcast
Group, Inc. provides as follows:
A director shall perform his duties as a director, including his duties
as a member of any Committee of the Board upon which he may serve, in good
faith, in a manner he reasonably believes to be in the best interests of the
Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his duties, a
director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data, in each
case prepared or presented by:
(a) one or more officers or employees of the Corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(b) counsel, certified public accountings, or other persons as to
matters which the director reasonably believes to be within such person's
professional or expert competence; or
(c) a Committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Articles of Incorporation or
the By-Laws, as to matters within its designated authority, which Committee the
director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted. A person who performs his duties in
compliance with this Section shall have no liability by reason of being or
having been a director of the Corporation.
The Company has also entered into indemnification agreements with
certain officers and directors which provide that the Company shall indemnify
and advance expenses to such officers and directors to the fullest extent
permitted by applicable law in effect on the date of the agreement, and to such
greater extent as applicable law may thereafter from time to time permit. Such
agreements provide for the advancement of expenses (subject to
- 3 -
<PAGE>
reimbursement if it is ultimately determined that the officer or director is not
entitled to indemnification) prior to the final disposition of any claim or
proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4 Sinclair Broadcast Group, Inc. 1996 Long-Term Incentive Plan.
(Incorporated by reference to Exhibit B of the definitive
Proxy Statement on Schedule 14A filed on May 30, 1996.)
5 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Wilmer, Cutler & Pickering (contained in their
opinion filed as Exhibit 5).
23.2 Consent of Arthur Andersen LLP, independent certified public
accountants dated July 17, 1997
24 Power of attorney (included on signature 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 of 1933; (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; (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; except, in
the case of phrases (i) and (ii), to the extent the information
required is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated herein by reference.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
- 4 -
<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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 an 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth in Item 6, 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 Act
and is, therefore, unenforceable. In the event that a claim for 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 Act and will be governed by the final adjudication of
such issue.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
- 5 -
<PAGE>
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 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 Baltimore, Maryland on the 17th day of July
1997.
SINCLAIR BROADCAST GROUP, INC.
By: /s/ David D. Smith
-------------------------------------
David D. Smith
CHIEF EXECUTIVE OFFICER AND PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints David D.
Smith and David B. Amy as his or her true and lawful attorneys-in-fact each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitutes, each acting alone, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David D. Smith Chairman of the Board, July 17, 1997
- ----------------------------- Chief Executive Officer,
David D. Smith President and Director
(Principal executive officer)
/s/ David B. Amy Chief Financial Officer July 17, 1997
- ----------------------------- (Principal Financial and
David B. Amy Accounting Officer)
/s/ Frederick G. Smith Director July 17, 1997
- -----------------------------
Frederick G. Smith
<PAGE>
Signature Title Date
--------- ----- ----
/s/ J. Duncan Smith Director July 17, 1997
- ------------------------------
J. Duncan Smith
/s/ Robert E. Smith Director July 17, 1997
- ------------------------------
Robert E. Smith
/s/ Basil A. Thomas Director July 17, 1997
- ------------------------------
Basil A. Thomas
/s/ William E.Brock Director July 17, 1997
- ------------------------------
William E. Brock
/s/ Lawrence E. McCanna Director July 17, 1997
- ------------------------------
Lawrence E. McCanna
- 9 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<C> <C> <C>
4 Sinclair Broadcast Group, Inc. 1996 Long-Term Incentive Plan
(incorporated by reference to Exhibit B of the definitive Proxy
Statement on Schedule 14A filed on May 30, 1996).
5 Opinion of Wilmer, Cutler & Pickering
23.1 Consent of Wilmer, Cutler & Pickering (contained in their opinion filed
as Exhibit 5)
23.2 Consent of Arthur Andersen LLP, independent certified public
accountants dated July 17, 1997
24 Power of attorney (included on signature page)
</TABLE>
- 10 -
July 17, 1997
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, MD 21211
Re: 1996 Long-Term Incentive Plan of Sinclair Broadcast
Group, Inc.
Ladies and Gentlemen:
We have acted as counsel to Sinclair Broadcast Group, Inc., a
Maryland corporation, (the "Company"), in connection with the preparation by the
Company of a Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, for the registration of 2,073,673
shares of Class A Common Stock, $.01 par value per share (the "Shares") of the
Company issuable pursuant to the 1996 Long-Term Incentive Plan of Sinclair
Broadcast Group, Inc. (the "Plan"), stock options relating to the Shares and
stock appreciation rights relating to the Shares.
For purposes of this opinion, we have examined copies of the
following documents:
1. An executed copy of the Form S-8;
<PAGE>
Sinclair Broadcast Group, Inc.
June 17, 1997
Page 2
2. A copy of the document disclosing material
information to Plan participants prepared in
connection with the Form S-8;
3. A copy of the Plan, as certified on July 17, 1997 by
the Secretary of the Company as then being complete,
accurate and in effect;
4. A copy of the Articles of Amendment and Restatement
of the Company, as amended, as certified on July 17,
1997 by the Secretary of the Company as then being
complete, accurate and in effect;
5. A copy of the Bylaws of the Company, as certified on
July 17, 1997 by the Secretary of the Company as then
being complete, accurate and in effect;
6. A Unanimous Consent Resolution of the Board of
Directors of the Company approving the Plan, dated
April 10, 1996 certified by the Secretary of the
Company on July 17, 1997 as then being complete,
accurate and in effect.
7. A Unanimous Consent Resolution of the Board of
Directors of the Company dated July 10, 1996
authorizing the issuance of Shares upon exercise of
options under the LTIP certified by the Secretary of
the Company on July 17, 1997 as then being complete,
accurate and in effect.
8. A certificate of the Secretary of the Company dated
July 17, 1997.
In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
We are members of the Bar of the District of Columbia and
Maryland and do not hold ourselves out as being experts in the law of any other
state. This opinion is limited to the laws of the United States and the General
Corporation Law of Maryland. Our opinion is rendered only with respect to the
laws and the rules, regulations and orders thereunder that are currently in
effect.
Based upon, subject to, and limited by the foregoing, we are
of the opinion that:
1. The issuance of Shares in accordance with the terms
of the Plan has been lawfully and duly authorized.
<PAGE>
Sinclair Broadcast Group, Inc.
June 17, 1997
Page 3
2. The issuance of options in accordance with the terms
of the Plan has been lawfully and duly authorized.
3. The issuance of stock appreciation rights in
accordance with the terms of the Plan has been
lawfully and duly authorized.
4. The issuance of the Shares upon the exercise of
options and stock appreciation rights, when issued in
accordance with the terms of the Plan, has been
lawfully and duly authorized; and
5. When the Shares have been issued and delivered in
accordance with the terms of the Plan, the Shares
will be legally issued, fully paid and nonassessable.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared solely for your use in connection with the filing of the Form S-8 on
July 18, 1997, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or furnished to any governmental agency
or other person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Form S-8. Nothing herein shall be construed to cause us to be considered
"experts" within the meaning of Section 11 of the Securities Act of 1933, as
amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
John B. Watkins, a partner
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all reference to our Firm) included in or made a part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Baltimore, Maryland
July 17, 1997
