As filed with the Securities and Exchange Commission on June 30, 1998
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)
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<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> <C>
Shares of Class A Common
Stock, $.01 par value............... 4,926,327 (1) $128,240,632(1) $37,831(1)
- -------------------------------------------------------------------------------------------------------------------
Options with respect to the
foregoing shares of Class A
Common Stock....................... 4,926,327 N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------
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(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 3,422,315 ungranted options, of
$26.8125, the average of the high and low prices reported in the Nasdaq
Stock Market on June 23, 1998, and (b) for 1,504,012 granted options, of
$24.255, the weighted average of the actual exercise price specified in
those granted options.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
Except as set forth below, the entire content of the Form S-8 filed by
Sinclair Broadcast Group, Inc. (the "Company") on July 18, 1997, Registration
Statement No. 333-31571, is hereby incorporated by reference.
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 30th day of June 1998.
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David D. Smith Chairman of the Board, June 30, 1998
- --------------------------------- Chief Executive Officer,
David D. Smith President and Director
(Principal executive officer)
/s/ David B. Amy Chief Financial Officer June 30, 1998
- -------------------------------- (Principal Financial and
David B. Amy Accounting Officer)
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frederick G. Smith Director June 30, 1998
- --------------------------------
Frederick G. Smith
Director
/s/ J. Duncan Smith June 30, 1998
- --------------------------------
J. Duncan Smith
Director
/s/ Robert E. Smith June 30, 1998
- --------------------------------
Robert E. Smith
Director
/S/ Basil A. Thomas June 30, 1998
- --------------------------------
Basil A. Thomas
/s/ Lawrence E. McCanna June 30, 1998
- -------------------------------- Director
Lawrence E. McCanna
</TABLE>
-2-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4 Amendment to 1996 Long-Term Incentive Plan of Sinclair Broadcast Group
(incorporated by reference to Exhibit B of the definitive Proxy
Statement on Schedule 14A filed on April 10, 1998)
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, relating to the financial statements of Sinclair
Broadcast Group, Inc. and Heritage Media Services, Inc.
23.3 Consent of KPMG Peat Marwick LLP, independent certified public
accountants relating to the financial statements of Max Media
Properties.
23.4 Consent of Price Waterhouse, independent certified public accountants
relating to the financial statements of Sullivan Broadcast Holdings,
Inc. and Subsidiaries.
23.5 Consent of Price Waterhouse, independent certified public accountants
relating to the financial statements of Sullivan Broadcast
Company,Inc. and Subsidiaries.
24 Power of attorney (included on signature page).
EXHIBIT 5
June 30, 1998
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 4,926,327 additional
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., as amended, (the "Plan"), and stock options 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;
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 June 30, 1998 by the Secretary of
the Company as then being complete, accurate and in effect;
4. A Unanimous Consent Resolution of the Board of Directors of the
Company authorizing the issuance of Shares upon exercise of options
issued under the LTIP certified by the Secretary of the Company
on June 30, 1998 as then being complete, accurate and in effect.
<PAGE>
Sinclair Broadcast Group
June 30, 1998
Page 2
5. A certificate of the Secretary of the Company dated June 30, 1998.
6. Such other documents as we have deemed appropriate in connection with
the issuance of the opinions set forth below:
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.
2. The issuance of options in accordance with the terms of the Plan has
been lawfully and duly authorized.
3. The issuance of the Shares upon the exercise of options, when issued
in accordance with the terms of the Plan, has been lawfully and duly
authorized; and
4. 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 June 30,
1998, and should not be quoted in
<PAGE>
Sinclair Broadcast Group
June 30, 1998
Page 3
whole or in part or otherwise be referred to, nor otherwise be filed with or
furnished to any government 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 II of the Securities Act of 1933, as amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ John D. Watkins
-----------------------------------
John D. Watkins, a partner
[LETTERHEAD ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTATNTS
As independent public accountants, we hereby consent to the use of our reports
for Sinclair Broadcast Group, Inc. for the year ended December 31, 1997, and for
Heritage Media Services, Inc. -- Broadcasting Segment as of December 31, 1997,
(and to all references to our firm) included in or made a part of this form S-8
Registration statement under the Securities Act of 1933.
Arthur Andersen LLP
Baltimore, Maryland,
June 26, 1998
INDEPENDENT AUDITORS' CONSENT
The Board of Managers and Members
Max Media Properties LLC:
We consent to the incorporation by reference in the registration statement on
Form S-8 (No. 333-_____) of Sinclair Broadcast Group, Inc. of our report dated
February 18, 1998, with respect to the consolidated balance sheets of Max Media
Properties LLC and its limited pertnerships as of December 31, 1997 and 1996,
and the related consolidated statements of operations, members' capital ans cash
flows for the years then ended, which report appears in the Form 8-K/A of
Sinclair Broadcast Group, Inc. dated December 2, 1997, filed on April 8, 1988
and incorprated by reference in the registration statement.
KPMG Peat Marwick LLP
Norfolk, Virginia
June 29, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Sinclair
Broadcast Group, Inc. (the "Company") of our report dated March 10, 1998
relating to the financial statements of Sullivan Broadcast Holdings, Inc. and
Subsidiaries as of December 31, 1996 and 1997 and for the period from inception
(June 2, 1995) through December 31, 1995 and for the years ended December 31,
1996 and 1997, which appears in the Company's Current Report on Form 8-K/A dated
December 2, 1997 (filed April 8, 1998).
Price Waterhouse LLP
Boston, Massachusetts
June 29, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of Sinclair
Broadcast Group, Inc. (the "Company") of our report dated March 25, 1998
relating to the financial statements of Sullivan Broadcasting Company, Inc. and
Subsidiaries for the year ended December 31, 1995, which appears in the
Company's Current Report on Form 8-K/A dated December 2, 1997 (filed April 8,
1998).
Price Waterhouse LLP
Boston, Massachusetts
June 29, 1998
