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As filed with the Securities and Exchange Commission on December 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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)
1998 EMPLOYEE STOCK PURCHASE PLAN
401(K) PROFIT SHARING 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)
Copy to:
JOHN B. WATKINS, ESQUIRE
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, DC 20037
(202) 663-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Employee Stock Class A Common 500,000 $39.50(1) $19,750,000 $5,827
Purchase Plan Stock, par value
$0.01 per share
- -----------------------------------------------------------------------------------------------------------------------------
401(k) Profit Sharing Class A Common 400,000 $39.50(1) $15,800,000 $4,661
Plan Stock, par value
$0.01 per share
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 457(h) and 457(c), the aggregate offering
price and the amount of the registration fee are computed on the basis
of the average of the high and low prices reported in the Nasdaq Stock
Market on December 16, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Sinclair Broadcast Group, Inc. (the "Registrant" or
the "Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in
(a) through (c) below. In addition, all documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (prior to filing of a
Post-Effective Amendment which indicates that all securities offered have been
sold or which 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 filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (as amended).
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1996.
(c) The description of the Company's Common Stock, which is included
in the Prospectus filed by the Company pursuant to Rule 424(b) on December 12,
1997.
ITEM 4. Description of Securities
Not applicable.
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 judgements, 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 dishonestly; (ii) actually
received an improper personal benefit in money, property or services; or (iii)
in the case of an 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 Articles II of the Amended By-laws of Sinclair Broadcast
Group, Inc. provides as follows:
A director shall perform his duties as 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
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<PAGE>
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 present 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 accountants, 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 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
The Exhibit Index attached to this registration statement is
incorporated herein by reference.
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(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 of 1993;
(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;
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<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (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 of 1934 that are
incorporated by reference in the registration statement.
(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.
(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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 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 of 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.]
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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 22nd day of December 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David D. Smith
- ----------------------------------------- Chairman of the Board, December 22, 1997
David D. Smith Chief Executive Officer,
President and Director
(Principal executive officer)
/s/ David B. Amy
- ----------------------------------------- Chief Financial Officer December 22, 1997
David B. Amy (Principal Financial and
Accounting Officer)
/s/ Frederick G. Smith
- ----------------------------------------- Director December 22, 1997
Frederick G. Smith
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. Duncan Smith Director December 22, 1997
- ---------------------------------------
J. Duncan Smith
/s/ Robert E. Smith Director December 22, 1997
- ----------------------------------------
Robert E. Smith
/s/ Basil A. Thomas Director December 22, 1997
- ---------------------------------------
Basil A. Thomas
/s/ Lawrence E. McCanna Director December 22, 1997
- ----------------------------------
Lawrence E. McCanna
</TABLE>
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<PAGE>
EXHIBIT INDEX
4.1 1998 Employee Stock Purchase Plan of the Company
5 Opinion of Wilmer, Cutler & Pickering.
24.1 Consent of Arthur Andersen LLP, independent certified public
accountants dated December 22, 1997
25 Power of attorney (included on signature page).
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SINCLAIR BROADCAST GROUP
1998 EMPLOYEE STOCK PURCHASE PLAN
PURPOSE The Sinclair Broadcast Group 1998 Employee Stock
Purchase Plan (the "ESPP") provides employees of
Sinclair Broadcast Group (the "Company") and its
subsidiaries with an opportunity to become owners
of the Company through the purchase of shares of
the Company's common stock (the "Common Stock").
The Company intends this Plan to qualify as an
employee stock purchase plan under Section 423 of
the Internal Revenue Code of 1986 (the "Code"), and
its terms should be construed accordingly. The Plan
is effective as of January 1, 1998.
ELIGIBILITY An Employee whom the Company or an Eligible
Subsidiary has employed for at least one full year
of service after his date of hire is eligible to
participate in the ESPP for the next quarterly
Offering Period; provided, however, that an
Employee may not make a purchase under the ESPP if
such purchase would result in the Employee's owning
Common Stock possessing 5% or more of the total
combined voting power or value of the Company's
outstanding stock. For purposes of determining an
individual's amount of stock ownership, any options
to acquire shares of Company Common Stock are
counted as shares of stock, and the attribution
rules of Section 424(d) of the Code apply.
Employee means any person employed as a common law
employee of the Company or an Eligible Subsidiary.
Employee excludes anyone who, with respect to any
particular period of time, was not treated
initially on the payroll records as a common law
employee.
ADMINISTRATOR The Compensation Committee of the Board of
Directors of the Company, or such other committee
as the Board designates (the "Committee"), will
administer the ESPP. The Committee is vested with
full authority and discretion to make, administer,
and interpret such rules and regulations as it
deems necessary to administer the ESPP (including
rules and regulations deemed necessary to comply
with the requirements of Section 423 of the Code).
Any determination or action of the Committee in
connection with the administration or
interpretation of the ESPP shall be final and
binding upon each Employee, Participant and all
persons claiming under or through any Employee or
Participant.
Page 1 of 12
<PAGE>
Without shareholder consent and without regard to
whether the actions might adversely affect
Participants, the Committee (or the Board) may
change the Offering Periods,
limit or increase the frequency and/or
number of changes in the amounts withheld
during an Offering Period,
establish the exchange ratio applicable to
amounts withheld in a currency other than
U.S. dollars,
permit payroll withholding in excess of the
amount the Participant designated to adjust
for delays or mistakes in the Company's
processing of properly completed withholding
elections,
establish reasonable waiting and adjustment
periods and/or accounting and crediting
procedures to ensure that amounts applied
toward the purchase of Common Stock for each
Participant properly correspond with amounts
withheld from the Participant's
Compensation,
delegate its functions (other than those
with respect to setting Purchase Periods or
determining the price of stock and the
number of shares to be offered under the
Plan) to officers or employees of the
Company; and
establish such other limitations or
procedures as it determines in its sole
discretion advisable and consistent with the
Plan.
The Committee may also increase the price provided
in Step 2 under GRANTING OF OPTIONS (by decreasing
the discount and/or by designating that the price
is determined as of either the beginning or the
ending date of a Purchase Period rather than as of
the lower of both) for Purchase Periods beginning
after committee action.
PAYROLL
DEDUCTION
PERIOD Offering Periods are successive three month periods
coinciding with calendar quarters, and the first
such period under the Plan will begin on January 1,
1998.
PARTICIPATION An eligible Employee may become a "Participant" for
an Offering Period by completing an authorization
notice and an IRS Form W-9 and delivering them to
the Committee through the Company's Human Resources
Department within a reasonable period of time
before the first
Page 2 of 12
<PAGE>
day of such Offering Period. The Committee will
send to each new Employee who satisfies the rules
in ELIGIBILITY above a notice advising the Employee
of his right to participate in the ESPP for the
following Offering Period. All Participants
receiving options under the ESPP will have the same
rights and privileges.
METHOD A Participant may contribute to the ESPP as
follows:
OF PAYMENT
The Participant must elect on an authorization
notice to have deductions made from his
Compensation for each payroll period during the
Offering Period at a rate of at least 1% but not
more than 20% of his Compensation. Compensation
under the Plan means an Employee's regular
compensation, including overtime, bonuses, and
commissions, from the Company or an Eligible
Subsidiary paid during an Offering Period.
All payroll deductions will be credited to the
Participant's account under the ESPP but will not
accrue interest.
Payroll deductions will begin on the first payday
coinciding with or following the first day of each
Offering Period and will end with the last payday
preceding or coinciding with the end of that
Offering Period, unless the Participant sooner
withdraws as authorized under WITHDRAWAL below.
A Participant may not alter the rate of payroll
deductions during the Offering Period.
The Company may use the consideration it receives
for general corporate purposes.
GRANTING OF OPTIONS On the first day of each Offering Period, a
Participant will receive options to purchase a
number of shares of Common Stock with funds
withheld from his Compensation. Such number of
shares will be determined at the end of the
Offering Period according to the following
procedure:
Step 1 -- Determine the amount the Company
withheld from Compensation since the
beginning of the Offering Period;
Step 2 -- Determine the "Purchase Price" to
be the amount that represents 85% of the
lower of Fair Market Value of a share of
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<PAGE>
Common Stock on the (I) first day of the
Offering Period, or (II) the last day of the
Offering Period; and
Step 3 -- Divide the amount determined in
Step 1 by the amount determined in Step 2.
FAIR MARKET The Fair Market Value of a share of Common Stock
VALUE for purposes of the Plan as of each date
described in Step 2 will be determined as
follows:
if the Common Stock is traded on a national
securities exchange, the closing sale price
on that date;
if the Common Stock is not traded on any
such exchange, the closing sale price as
reported by the National Association of
Securities Dealers, Inc. Automated Quotation
System ("Nasdaq") for such date;
if no such closing sale price information is
available, the average of the closing bid
and asked prices as reported by Nasdaq for
such date;
if there are no such closing bid and asked
prices, the average of the closing bid and
asked prices as reported by any other
commercial service for such date; or
if there is no established market for the
Common Stock, the value as determined in
good faith by the Committee.
For January 1 and any other date described in Step
2 that is not a trading day, the Fair Market Value
of a share of Common Stock for such date shall be
determined by using the closing sale price or the
average of the closing bid and asked prices, as
appropriate, for the immediately preceding trading
day.
No Participant shall receive options:
if, immediately after the grant, that
Participant would own shares, or hold
outstanding options to purchase shares, or
both, possessing 5% or more of the total
combined voting power or value of all
classes of shares of the Company or any
subsidiaries; or
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<PAGE>
that permit the Participant to purchase
shares under all employee stock purchase
plans of the Company and any subsidiary with
a Fair Market Value (determined at the time
the options are granted) that exceeds
$25,000 in any calendar year.
EXERCISE
OF OPTION Unless a Participant effects a timely withdrawal
pursuant to the WITHDRAWAL paragraph below, his
option for the purchase of shares of Common Stock
during an Offering Period will be automatically
exercised as of the last day of the Offering Period
for the purchase of the maximum number of shares
(including fractional shares) that the sum of the
payroll deductions credited to the Participant's
account during such Offering Period can purchase
pursuant to the formula specified in GRANTING OF
OPTIONS.
DELIVERY OF COMMON STOCK As soon as administratively feasible after the
options are used to purchase Common Stock, the
Company will deliver to a designated brokerage firm
the shares of Common Stock the Participant
purchased upon the exercise of the option and
direct the brokerage firm to hold the shares in the
Participant's name or street name for at least one
year from the date of purchase. After the one year
holding period, the Participant may sell, transfer,
or retain the stock.
SUBSEQUENT OFFERINGS A Participant will be deemed to have elected to
participate in each subsequent Offering Period
following his initial election to participate in
the ESPP, unless the Participant files a written
withdrawal notice with the Human Resources
Department at least ten days before the beginning
of the Offering Period as of which the Participant
desires to withdraw from the ESPP.
WITHDRAWAL FROM THE PLAN A Participant may withdraw all, but not less than
all, payroll deductions credited to his account for
an Offering Period before the end of such Offering
Period by delivering a written notice to the Human
Resources Department on behalf of the Committee at
least thirty days before the end of such Offering
Period. A Participant who for any reason, including
retirement, termination of employment, or death,
ceases to be an Employee before the last day of any
Offering Period will be deemed to have withdrawn
from the ESPP as of the date of such cessation.
Upon the withdrawal of a Participant from the ESPP,
his outstanding options under the ESPP will
immediately terminate.
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<PAGE>
If a Participant withdraws from the ESPP for any
reason, the Company will pay to the Participant all
payroll deductions credited to his account or, in
the event of death, to the persons designated as
provided in DESIGNATION OF BENEFICIARY, as soon as
administratively feasible after the date of such
withdrawal, and no further deductions will be made
from the Participant's Compensation.
A Participant who has elected to withdraw from the
ESPP may resume participation in the same manner
and pursuant to the same rules as any Employee
making an initial election to participate in the
ESPP, i.e., he may elect to participate in the next
following Offering Period so long as he files the
authorization form by the deadline for that
Offering Period. Any Participant who is subject to
Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act"), and who withdraws from the
ESPP for any reason will only be permitted to
resume participation in a manner that will permit
transactions under the ESPP to continue to be
exempt within the meaning of Rule 16b-3 under the
Exchange Act.
STOCK SUBJECT TO PLAN The shares of Common Stock that the Company will
sell to Participants under the ESPP will be shares
of authorized but unissued Common Stock. The
maximum number of shares made available for sale
under the ESPP will be 500,000 (subject to the
provisions in ADJUSTMENTS UPON CHANGES IN CAPITAL
STOCK). If the total number of shares for which
options are to be exercised in an Offering Period
exceeds the number of shares then available under
the ESPP, the Company will make, so far as is
practicable, a pro rata allocation of the shares
available.
A Participant will have no interest in shares
covered by his option until the Participant
exercises the option.
Shares that a Participant purchases under the ESPP
will be registered in the name of the Participant
or in street name.
REPORTS Individual accounts will be maintained for each
Participant. Statements of account will be given to
Participants at least annually, and those
statements will set forth the amount of payroll
deductions, the exercise price, the number of
shares purchased, and the remaining cash balance,
if any.
ADJUSTMENTS UPON CHANGES
IN CAPITAL STOCK Subject to any required action by the Company
(which it shall promptly take) or its stockholders,
and subject to the provisions of applicable
corporate law, if, during an Offering Period,
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<PAGE>
the outstanding shares of Common Stock
increase or decrease or change into or are
exchanged for a different number or kind of
security by reason of any recapitalization,
reclassification, stock split, reverse stock
split, combination of shares, exchange of
shares, stock dividend, or other
distribution payable in capital stock, or
some other increase or decrease in such
Common Stock occurs without the Company's
receiving consideration,
the Committee will make a proportionate and
appropriate adjustment in the number of shares of
Common Stock underlying the options, so that the
proportionate interest of the Participant
immediately following such event will, to the
extent practicable, be the same as immediately
before such event. Any such adjustment to the
options will not change the total price with
respect to shares of Common Stock underlying the
Participant's election but will include a
corresponding proportionate adjustment in the price
of the Common Stock, to the extent consistent with
Section 424 of the Code.
The Committee will make a commensurate change to
the maximum number and kind of shares provided in
the STOCK SUBJECT TO PLAN section.
No issue by the Company of any class of preferred
stock, or securities convertible into shares of
common or preferred stock of any class, will
affect, and no adjustment by reason thereof will be
made with respect to, the number of shares of
Common Stock subject to any options or the price to
be paid for stock except as this ADJUSTMENTS
section specifically provides. The grant of an
option under the Plan will not affect in any way
the right or power of the Company to make
adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to
merge or to consolidate, or to dissolve, liquidate,
sell, or transfer all or any part of its business
or assets.
Substantial
Corporate
Change Upon a Substantial Corporate Change, the Plan and
the offering will terminate unless provision is
made in writing in connection with such transaction
for
the assumption or continuation of
outstanding elections, or
the substitution for such options or grants
of any options covering the stock or
securities of a successor employer
corporation, or a
Page 7 of 12
<PAGE>
parent or subsidiary of such successor, with
appropriate adjustments as to the number and
kind of shares of stock and prices, in which
event the options will continue in the
manner and under the terms so provided.
If an option would otherwise terminate under the
preceding sentence, the Participant will have the
right, at such time before the consummation of the
transaction causing such termination as the Board
reasonably designates, to exercise any unexercised
portions of the option. However, the Board may
determine that allowing such exercise before the
end of the Offering Period will not occur if the
election would render unavailable "pooling of
interest" accounting for any reorganization,
merger, or consolidation of the Company.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of
the Company with one or more corporations in
which the Company is not the surviving
corporation,
the sale of substantially all of the assets
of the Company to another corporation, or
any transaction (including a merger or
reorganization in which the Company
survives) approved by the Board that results
in any person or entity (other than any
affiliate of the Company as defined in Rule
144(a)(1) under the Securities Act of 1933
(the "Securities Act") owning 100% of the
combined voting power of all classes of
stock of the Company.
DESIGNATION OF
BENEFICIARY A Participant may file with the Committee a written
designation of a beneficiary who is to receive any
payroll deductions credited to the Participant's
account under the ESPP or any shares of Common
Stock owed to the Participant under the ESPP if the
Participant dies. A Participant may change a
beneficiary at any time by filing a notice in
writing with the Human Resources Department on
behalf of the Committee.
Upon the death of a Participant and upon receipt by
the Committee of proof of the identity and
existence of the Participant's designated
beneficiary, the Company shall deliver such cash or
shares, or both, to
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<PAGE>
the beneficiary. If a Participant dies and is not
survived by a beneficiary that the Participant
designated in accordance with the immediate
preceding paragraph, the Company will deliver such
cash or shares, or both, to the personal
representative of the estate of the deceased
Participant. If, to the knowledge of the Committee,
no personal representative has been appointed
within 90 days following the date of the
Participant's death, the Committee, in its
discretion, may direct the Company to deliver such
cash or shares, or both, to the surviving spouse of
the deceased Participant, or to any one or more
dependents or relatives of the deceased
Participant, or if no spouse, dependent or relative
is known to the Committee, then to such other
person as the Committee may designate.
No designated beneficiary may acquire any interest
in such cash or shares before the death of the
Participant.
SUBSIDIARY
EMPLOYEES Employees of the Company's subsidiaries will be
entitled to participate in the ESPP, except as
otherwise designated by the Board of Directors or
the Committee.
Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board otherwise
specifies. Subsidiary means any corporation (other
than the Company) in an unbroken chain of
corporations beginning with the Company if, at the
time an option is granted to a Participant under
the ESPP, each of the corporations (other than the
last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting
power of all classes of stock in one of the other
corporations in such chain.
TRANSFERS,
ASSIGNMENTS,
AND PLEDGES A Participant may not assign, pledge, or otherwise
dispose of payroll deductions credited to the
Participant's account or any rights to exercise an
option or to receive shares of Common Stock under
the ESPP other than by will or the laws of descent
and distribution or pursuant to a qualified
domestic relations order, as defined in the
Employee Retirement Income Security Act. Any other
attempted assignment, pledge or other disposition
will be without effect, except that the Company may
treat such act as an election to withdraw under the
WITHDRAWAL section.
AMENDMENT OR
TERMINATION
OF PLAN The Board of Directors of the Company or the
Committee may at any time terminate or or amend the
ESPP. Any amendment of the ESPP that (i) materially
increases the benefits to Participants, (ii)
materially increases the number of securities that
may be issued under the ESPP, or
Page 9 of 12
<PAGE>
(iii) materially modifies the eligibility
requirements for participation in the ESPP must be
approved by the shareholders of the Company to take
effect. The Company shall refund to each
Participant the amount of payroll deductions
credited to his account as of the date of
termination as soon as administratively feasible
following the effective date of the termination.
NOTICES All notices or other communications by a
Participant to the Committee or the Company shall
be deemed to have been duly given when the Human
Resources Department or the Secretary of the
Company receives them or when any other person the
Company designates receives the notice or other
communication in the form the Company specifies.
GENERAL ASSETS Any amounts the Company invests or otherwise sets
aside or segregates to satisfy its obligations
under this ESPP will be solely the Company's
property (except as otherwise required by Federal
or state wage laws), and the optionee's claim
against the Company under the ESPP, if any, will be
only as a general creditor. The optionee will have
no right, title, or interest whatever in or to any
investments that the Company may make to aid it in
meeting its obligations under the ESPP. Nothing
contained in the ESPP, and no action taken pursuant
to its provisions, will create or be construed to
create an implied or constructive trust of any kind
or a fiduciary relationship between the Company and
any Employee, Participant, former Employee, former
Participant, or any beneficiary.
PRIVILEGES OF STOCK
OWNERSHIP No Participant and no beneficiary or other person
claiming under or through such Participant will
have any right, title, or interest in or to any
shares of Common Stock allocated or reserved under
the Plan except as to such shares of Common Stock,
if any, that have been issued to the designated
brokerage firm or to such Participant.
TAX WITHHOLDING To the extent that a Participant realizes ordinary
income in connection with a sale or other transfer
of any shares of Common Stock purchased under the
Plan or the crediting of interest to an account,
the Company may withhold amounts needed to cover
such taxes from any payments otherwise due to the
Participant. Any Participant who sells or otherwise
transfers shares purchased under the Plan within
two years after the beginning of the Offering
Period in which he purchased the shares must,
within 30 days of such transfer, notify the
Company's Payroll Department in writing of such
transfer.
LIMITATIONS ON Notwithstanding any other provisions of the ESPP,
no individual acting
Page 10 of 12
<PAGE>
LIABILITY as a director, employee, or agent of the Company
shall be liable to any Employee, Participant,
former Employee, former Participant, or any spouse
or beneficiary for any claim, loss, liability, or
expense incurred in connection with the ESPP, nor
shall such individual be personally liable because
of any contract or other instrument he executes in
such other capacity. The Company will indemnify and
hold harmless each director, employee, or agent of
the Company to whom any duty or power relating to
the administration or interpretation of the ESPP
has been or will be delegated, against any cost or
expense (including attorneys' fees) or liability
(including any sum paid in settlement of a claim
with the Sinclair Board's approval) arising out of
any act or omission to act concerning this ESPP
unless arising out of such person's own fraud or
bad faith.
NO EMPLOYMENT CONTRACT Nothing contained in this Plan constitutes an
employment contract between the Company or an
Eligible Subsidiary and any Employee. The ESPP does
not give an Employee any right to be retained in
the Company's employ, nor does it enlarge or
diminish the Company's right to terminate the
Employee's employment.
DURATION OF ESPP Unless the Sinclair Board extends the Plan's term,
no Offering Period will begin after October 1,
2007.
APPLICABLE LAW The laws of the State of Maryland (other than its
choice of law provisions) govern the ESPP and its
interpretation.
LEGAL COMPLIANCE The Company will not issue any shares of Common
Stock under the Plan until the issuance satisfies
all applicable requirements imposed by Federal and
state securities and other laws, rules, and
regulations, and by any applicable regulatory
agencies or stock exchanges. To that end, the
Company may require the optionee to take any
reasonable action to comply with such requirements
before issuing such shares. No provision in the
Plan or action taken under it authorizes any action
that Federal or state laws otherwise prohibit.
The Plan is intended to conform to the extent
necessary with all provisions of the Securities Act
and the Exchange Act and all regulations and rules
the Securities and Exchange Commission issues under
those laws, including specifically Rule 16b-3.
Notwithstanding anything in the Plan to the
contrary, the Committee and the Board must
administer the Plan, and Participants may purchase
Common Stock, only in a way that conforms to such
laws, rules, and regulations. To the extent
Page 11 of 12
<PAGE>
permitted by applicable law, the Plan and any
offers will be deemed to the extent necessary to
conform to such laws, rules, and regulations.
APPROVAL OF
SHAREHOLDERS The ESPP must be submitted to the shareholders of
the Company for their approval within 12 months
after the Board of Directors of the Company adopts
the ESPP. The adoption of the ESPP is conditioned
upon the approval of the shareholders of the
Company, and failure to receive their approval will
render the ESPP and any outstanding options
thereunder void and of no effect.
Page 12 of 12
EXHIBIT 5
December 23, 1997
Sinclair Broadcast Group, Inc.
2000 West 41st Street
Baltimore, Maryland 21211
Re: Sinclair Broadcast Group, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Sinclair Broadcast Group, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement (the
"Registration Statement") on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of the issuance by the
Company of 500,000 shares of Class A Common Stock of the Company, par value
$0.01 per share (the "Class A Common Stock"), pursuant to the 1998 Employee
Stock Purchase Plan (the "Plan") and 400,000 shares of Class A Common Stock
pursuant to the Company's 401(k) Profit Sharing Plan (the "401(k) Plan").
For the purposes of this opinion, we have examined copies of the
following documents:
1. The Registration Statement;
2. The Amended and Restated Articles of Incorporation of the
Company;
3. The Plan and the 401(k) Plan;
4. The Bylaws of the Company;
5. The Resolutions of the Board of Directors of the Company dated
December 17, 1997.
In our examination of the aforesaid documents, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all
<PAGE>
Sinclair Broadcast Group, Inc.
December 23, 1997
Page 2
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, telecopied, photostatic or
reproduced copies.
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 Class A Common Shares has been lawfully and duly
authorized and such Class A Common Shares, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
2. The issuance of the Class A Common Shares in satisfaction of the
Company's obligation to make matching payments pursuant to the 401(k) Plan have
been lawfully and duly authorized and such Class A Common Shares, when issued
and delivered in satisfaction of such obligations, will be validly issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ John B. Watkins
--------------------------
John B. Watkins, a partner
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 of our reports dated February 7,
1997, except for Note 19, as to which the date is March 12, 1997, and July 30,
1997 (Heritage Media Services, Inc. -- Broadcasting Segment). It should be noted
that we have not audited any financial statements of the Company subsequent to
December 31, 1996, or performed any audit procedures subsequent to the date of
our report.
/s/ Arthur Andersen LLP
Baltimore, Maryland,
December 23, 1997
