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)
INCENTIVE STOCK OPTION PLAN
(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............... 100,000 $29.125 (1) $2,912,500(1) $882.58(1)
</TABLE>
(1) In accordance with the terms of the Incentive Stock Option Plan, as
amended, 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. 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>
Except as set forth below, the entire content of the Form S-8
filed by Sinclair Broadcast Group, Inc. (the "Company") on June 9, 1995,
Registration Statement No. 33-93348, is hereby incorporated by reference.
PART II
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legal validity of the Shares of Class A Common Stock of
the Company offered by the Registrant pursuant to this Registration Statement is
being passed upon by Wilmer, Cutler & Pickering.
ITEM 8. EXHIBITS
4 Incentive Stock Option Plan of the Company
(incorporated by reference to Exhibit 10.66 of
Amendment No. 3 to Form S-1 filed on June 5, 1995,
Registration No. 33-90682)
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).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
<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
- 4 -
<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
- 5 -
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4 Incentive Stock Option Plan (incorporated by reference to Exhibit
10.66 of Amendment No. 3 to Form S-1 filed on June 5, 1995,
Registration No. 33-90682).
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)
- 6 -
July 17, 1997
Sinclair Broadcast Group, Inc.
2000 W. 41st Street
Baltimore, MD 21211
Re: Incentive Stock Option Plan (As Amended)
--- ----------------------------------------
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 100,000
shares of Class A Common Stock $0.1 par value per share (the "Shares") of the
Company issuable upon exercise of options issued pursuant to the Incentive Stock
Option Plan of the Company (the "Stock Option Plan").
For purposes of this opinion, we have examined copies of the
following documents:
1. An executed copy of the Form S-8;
2. A copy of the document disclosing material information to
Stock Option Plan participants prepared in connection with the Form S-8;
3. A copy of the Articles of Amendment and Restatement of the
Company, 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 By-laws of the Company, 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 Stock Option Plan, as certified on July 17,
1997 by the Secretary of the Company as then being complete, accurate and in
effect, except as amended by the first amendment dated April 10, 1996 (the
"First Amendment") and the second amendment
<PAGE>
Sinclair Broadcast Group, Inc.
July 17, 1997
Page 2
dated May 31, 1996 (the "Second Amendment").
6. A copy of the Unanimous Consent of Directors dated April
10, 1996, paragraph 52 of which approves the First Amendment, as certified by
the Secretary of the Company on July 17, 1997 as then being complete, accurate
and in effect.
7. A copy of the Second Amendment, as certified by the
Secretary of the Company on July 17, 1997 as then being complete, accurate and
in effect.
8. A copy of the Unanimous Consent Resolution of the Directors
dated July, 10, 1996 ratifying an increase in the shares of Class A Common Stock
that may be issued upon the exercise of options under the Stock Option Plan to
500,000, as certified by the Secretary of the Company on July 17, 1997 as then
being complete, accurate and in effect.
9. A copy of a certificate provided by 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.
<PAGE>
Sinclair Broadcast Group, Inc.
July 17, 1997
Page 3
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 the Shares upon the exercise of
options when issued in accordance with the terms of
the Stock Option Plan, has been lawfully and duly
authorized; and
2. When the Shares have been issued and delivered in
accordance with the terms of the Stock Option 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 1993, 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
