As filed with the Securities and Exchange Commission on June 20, 1997
Registration No.
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
United Video Satellite Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 73--1290412
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7140 South Lewis Avenue 74136-5422
Tulsa, Oklahoma (Zip Code)
Telephone: (918) 488-4000
(Address of Principal Executive Offices)
________________
United Video Satellite Group, Inc. Stock Option Plan
For Non-Employee Directors
(Full title of the plan)
________________
With Copies to:
Peter C. Boylan III
Executive Vice President and Francis R. Wheeler, Esq.
Chief Operating Officer Holme Roberts & Owen LLP
7140 South Lewis Avenue 1700 Lincoln, Suite 4100
Tulsa, Oklahoma 74136-5422 Denver, Colorado 80203
Telephone: (918) 488-4000 Telephone: (303) 866-0477
Telecopier:(918) 488-4928 Telecopier:(303) 866-0200
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________
______________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
______________________________________________________________________
Class A 165,000 $19.625 $3,238,125 $982
Common
Stock
($0.1 par
value)
______________________________________________________________________
______________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration
fee for the shares being registered hereby pursuant to Rule 457
based on the average of the high and low sales price for Common
Stock on June 13, 1997, as reported on The Nasdaq National Market.
______________________________________________________________________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by United Video Satellite Group,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in the Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(3) The Company's Current Report on Form 8-K dated May 1, 1997;
(4) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
since December 31, 1996; and
(5) The description of the Class A Common Stock, $.01 par value
per share, of the Company contained in the Company's Registration
Statement on Form 8-A/A, filed on March 29, 1996; Commission File No.
0-22662.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the 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 the Registration Statement and to be
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law permits
a Delaware corporation to limit the personal liability of its
directors in accordance with the provisions set forth therein. The
Restated Certificate of Incorporation of the Company provides that the
personal liability of its directors shall be limited to the fullest
extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law contains
provisions permitting corporations organized thereunder to indemnify
directors, officers, employees or agents against expenses, judgments
and fines and amounts paid in settlement actually and reasonably
incurred and against certain other liabilities in connection with any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the
fact that such person was or is a director, officer, employee or agent
of the corporation. The Restated Certificate of Incorporation of the
Company provides for indemnification of the Company's directors and
officers to the fullest extent permitted by applicable law. The
Bylaws of the Company provide that the Company shall indemnify to the
fullest extent permitted by law any party to a proceeding against
liability incurred in, relating to or as a result of a proceeding by
reason of the fact that he is or was a director, officer or employee
of the Company. The Bylaws of the Company also allow the Company to
purchase and maintain of directors' and officers' liability insurance.
The Company had a directors and officers insurance policy in effect
until January 25, 1996, and under that policy, claims made within
three years of January 25, 1996, relating to events prior to January
25, 1996, would be covered by the policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
5.1 Opinion of Holme Roberts & Owen LLP
23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
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;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933 (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(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; and
(4) that, for purposes of determining any liability under
the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company 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
Tulsa, State of Oklahoma, as of June 20, 1997.
UNITED VIDEO SATELLITE GROUP, INC.
By: /s/ Peter C. Boylan III
Peter C. Boylan III
Executive Vice President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and as of the dates indicated.
Signatures Title Date
*
________________________ Chief Executive Officer; June 20, 1997
Gary S. Howard Chairman of the Board of
Directors and President
(Principal Executive Officer)
*
________________________ Vice Chairman and Director June 20, 1997
Lawrence Flinn, Jr.
/s/ Peter C. Boylan III
________________________ Executive Vice President, June 20, 1997
Peter C. Boylan III Chief Operating Officer and
Director (Principal
Financial Officer)
/s/ Craig M. Waggy
________________________ Senior Vice President June 20, 1997
Craig M. Waggy Finance and Treasurer
(Principal Accounting
Officer)
*
________________________ Director June 20, 1997
David P. Beddow
*
________________________ Director June 20, 1997
William J. Bresnan
*
________________________ Director June 20, 1997
Donne F. Fisher
*
________________________ Director June 20, 1997
Paul A. Gould
*
________________________ Director June 20, 1997
Camille K. Jayne
*
________________________ Director June 20, 1997
Larry E. Romrell
*
________________________ Director June 20, 1997
J.C. Sparkman
*
________________________ Director June 20, 1997
J. David Wargo
/s/ Peter C. Boylan III
By:______________________ Attorney-in-Fact June 20, 1997
Peter C. Boylan III
<PAGE>
EXHIBIT INDEX
Exhibit No.
5.1 Opinion of Holme Roberts & Owen LLP
23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney
June 20, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United Video Satellite Group, Inc.
Form S-8 Registration Statement
United Video Satellite Group, Inc. Stock Option
Plan For Non-Employee Directors
Gentlemen:
This firm has acted as counsel to United Video Satellite Group,
Inc. (the "Company") in connection with the preparation
and filing of its registration statement on Form S-8 under
the Securities Act of 1933, as amended, covering the issuance
of an aggregate of 165,000 shares of Class A Common Stock, $.01
par value per share of the Company (the "Common Stock") pursuant
to the United Video Satellite Group, Inc Stock Option Plan For
Non-Employee Directors (the "Plan").
We have examined the Company's Articles of Incorporation
and bylaws and the record of its corporate proceedings with
respect to the registration statement and have made such other
investigation as we have deemed necessary in order to express
the following opinion.
Based on the foregoing, we are of the opinion that the Common
Stock, when issued as contemplated by the Plan and the registration
statement, will be legally issued, fully paid and nonassessable.
We hereby consent to all references to this firm in the
registration statement and all amendments to the registration
statement. We further consent to the use of this opinion as an
exhibit to the registration statement.
Very truly yours,
Holme Roberts & Owen LLP
/s/ Francis R. Wheeler
By:__________________________
Francis R. Wheeler, Partner
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated
February 10, 1997 with respect to the consolidated financial
statements of United Video Satellite Group, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission in the Registration
Statement (Form S-8) pertaining to the United Video Satellite Group,
Inc. Stock Option Plan for Non-Employee Directors.
ERNST & YOUNG LLP
Tulsa, Oklahoma
June 30, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David P. Beddow, Peter C.
Boylan III, and Craig M. Waggy, and each of them, his or her
attorneys-in-fact, with full power of substitution, for him or her in
any and all capacities, to sign a registration statement to be filed
with the Securities and Exchange Commission (the "Commission") on Form
S-8 in connection with the registration by United Video Satellite
Group, Inc. (the "Company"), of common stock issuable under the
Company's Stock Option Plan for Non-Employee Directors and all
amendments (including post-effective amendments) thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission; and to sign all documents in
connection with the qualification and sale of the Securities with Blue
Sky authorities and with the National Association of Securities
Dealers, Inc.; granting unto said attorneys-in-fact full power and
authority to perform any other act on behalf of the undersigned
required to be done in the premises, hereby ratifying and confirming
all that said attorneys-in-fact may lawfully do or cause to be done by
virtue hereof.
Date: May 1, 1997 /s/ Lawrence Flinn, Jr.
________________________
Lawrence Flinn, Jr.
Date: May 1, 1997 /s/ David P. Beddow
_________________________
David P. Beddow
Date: May 1, 1997 /s/ Peter C. Boylan III
__________________________
Peter C. Boylan, III
Date: May 1, 1997 /s/ Craig M. Waggy
__________________________
Craig M. Waggy
Date: May 1, 1997 /s/ William J. Bresnan
___________________________
William J. Bresnan
Date: May 1, 1997 /s/ Donne F. Fisher
__________________________
Donne F. Fisher
Date: May 1, 1997 /s/ Paul A. Gould
____________________________
Paul A. Gould
Date: May 1, 1997 /s/ Camille K. Jayne
_____________________________
Camille K. Jayne
Date: May 1, 1997 /s/ Larry E. Romrell
_____________________________
Larry E. Romrell
Date: May 1, 1997 /s/ J.C. Sparkman
______________________________
J.C. Sparkman
Date: May 1, 1997 /s/ J. David Wargo
______________________________
J. David Wargo
Date: June 16, 1997 /s/ Gary S. Howard
_____________________________
Gary S. Howard
