<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
REGISTRATION STATEMENT NO.
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 4832 59-3212788
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ANTHONY L. MORRISON, ESQ.
SECRETARY, VICE PRESIDENT, AND GENERAL COUNSEL
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(407) 659-4122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
<TABLE>
<S> <C>
MICHAEL L. JAMIESON, ESQ. ROGER MELTZER, ESQ.
HOLLAND & KNIGHT CAHILL GORDON & REINDEL
400 NORTH ASHLEY DRIVE, SUITE 2050 80 PINE STREET
TAMPA, FLORIDA 33602 NEW YORK, NEW YORK 10005
(813) 227-8500 (212) 701-3000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ Registration No. 333-473.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATOIN FEE
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<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
NUMBER OF MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1)(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.001 per share...................... 2,300,000 $16.00 $36,800,000 $12,690
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</TABLE>
(1) Includes 300,000 shares to cover over-allotments, if any, pursuant to
over-allotment options granted to the Underwriters.
(2) Estimated solely for the purpose of calculating the registraton fee pursuant
to Rule 457.
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<PAGE> 2
EXPLANATORY NOTE
The contents of the Registration Statement on Form S-1 (Registration No.
333-473) filed by Paxson Communications Corporation for the registration of up
to 13,225,000 shares of its Class A Common Stock, $.001 par value, and declared
effective on March 28, 1996, are incorporated by reference in this Registration
Statement.
<PAGE> 3
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <C> <S>
5.1 -- Opinion of Holland & Knight
23.1 -- Consent of Price Waterhouse LLP
23.2 -- Consent of Voynow, Bayard and Company
23.3 -- Consent of Holland & Knight, included in Exhibit 5.1
23.4 -- Consent of Dow, Lohnes & Albertson
24.1 -- Powers of Attorney (incorporated herein by reference to Registration Statement
No. 333-473)
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Palm Beach, State of
Florida, on the 29th day of March, 1996.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ ANTHONY L. MORRISON
------------------------------------
Anthony L. Morrison
General Counsel, Vice President
and Secretary
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>
SIGNATURES TITLE DATE
- --------------------------------------------- --------------------------- --------------
<C> <S> <C>
* Chairman of the Board, March 29, 1996
- --------------------------------------------- Chief Executive Officer,
Lowell W. Paxson and Director (Principal
Executive Officer)
* Vice President, Chief March 29, 1996
- --------------------------------------------- Financial Officer, and
Arthur D. Tek Director (Principal
Financial Officer)
* Controller (Principal March 29, 1996
- --------------------------------------------- Accounting Officer)
Kenneth M. Gamache
* President, Chief Operating March 29, 1996
- --------------------------------------------- Officer, and Director
James B. Bocock
* Director March 29, 1996
- ---------------------------------------------
Michael J. Marocco
* Director March 29, 1996
- ---------------------------------------------
John A. Kornreich
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- --------------------------- --------------
<C> <S> <C>
Director
- ---------------------------------------------
J. Patrick Michaels, Jr.
* Director March 29, 1996
- ---------------------------------------------
S. William Scott
Director
- ---------------------------------------------
Bruce L. Burnham
*By: /s/ ANTHONY L. MORRISON
- ---------------------------------------------
Anthony L. Morrison
Attorney-in-Fact
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- -------------------------------------------------------------------- ----------
<C> <S> <C> <C>
5.1 -- Opinion of Holland & Knight.........................................
23.1 -- Consent of Price Waterhouse LLP.....................................
23.2 -- Consent of Voynow, Bayard and Company...............................
23.3 -- Consent of Holland & Knight, included in Exhibit 5.1................
23.4 -- Consent of Dow, Lohnes & Albertson..................................
24.1 -- Powers of Attorney (incorporated herein by reference to Registration
Statement No. 333-473)..............................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
[LETTERHEAD]
March 29, 1996 EXHIBIT 5.1
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-1
Gentlemen:
We refer to the Registration Statement (the "Registration Statement") on
Form S-1, filed by Paxson Communications Corporation (the "Company"), with the
Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 (the "Securities Act") an aggregate of 2,300,000 shares
of the Company's Class A Common Stock, par value $.001 per share (the "Common
Stock"), to be offered to the public pursuant to an underwriting agreement (the
"Underwriting Agreement") between the Company, certain selling shareholders of
the Company, and Smith Barney Inc., as representative of the underwriters and
pursuant to an underwriting agreement (the "International Underwriting
Agreement"), between the Company, certain selling shareholders, and Smith Barney
Inc., as representative of the managers. The Registration Statement incorporates
by reference the contents of a Registration Statement on Form S-1 (Registration
No. 333-473), which was declared effective on March 28, 1996.
In connection with the foregoing registration, we have acted as counsel for
the Company, and have examined originals, or copies certified to our
satisfaction, of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed necessary to require as a basis for the opinion hereafter expressed.
Based upon the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that the Common Stock will be, when and if
issued in accordance with the Underwriting Agreement and the International
Underwriting Agreement, duly authorized, legally issued and fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" contained in the prospectus filed as a part thereof. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Holland & Knight
--------------------------------------
HOLLAND & KNIGHT
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Paxson Communications Corporation of our report dated
February 28, 1996 relating to the consolidated financial statements of Paxson
Communications Corporation; our report dated July 17, 1995 relating to the
financial statements of KZKI-TV (a division of Sandino Telecasters); our report
dated August 21, 1995 relating to the financial statements of Paugus Television,
Inc. (WGOT-TV); and our report dated October 11, 1995 relating to the financial
statements of WTVX-TV, Krypton Broadcasting of Ft. Pierce, Inc., which appear in
the Registration Statement on Form S-1 (Registration No. 333-473). We also
consent to the application of our report dated February 28, 1996 relating to the
consolidated financial statements of Paxson Communications Corporation to the
Financial Statement Schedule for the three years ended December 31, 1995 listed
under Item 16(b) of the Registration Statement on Form S-1 (Registration No.
333-473), which is incorporated by reference in this Registration Statement on
Form S-1, when such schedule is read in conjunction with the financial
statements referred to in our report. The audits referred to in such report also
included this schedule. We also consent to the references to us under the
heading "Experts" in the Registration Statement on Form S-1 (Registration No.
333-473) which is incorporated by reference in this Registration Statement on
Form S-1.
Price Waterhouse LLP
Tampa, Florida
March 29, 1996
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Paxson Communications Corporation of our report dated
November 7, 1995 relating to the combined financial statements of New Age
Broadcasting, Inc. and The Seventies Broadcasting Corporation for the year ended
September 30, 1995 and our report dated December 2, 1994 relating to the
financial statements of New Age Broadcasting, Inc. for the year ended September
30, 1994, which appear in the Registration Statement on Form S-1 (Registration
No. 333-473). We also consent to the reference to us under the heading "Experts"
in the Registration Statement on Form S-1 (Registration No. 333-473) which is
incorporated by reference in this Registration Statement on Form S-1.
VOYNOW, BAYARD AND COMPANY
Ft. Lauderdale, Florida
March 29, 1996
<PAGE> 1
EXHIBIT 23.4
<PAGE> 2
EXHIBIT 23.4
CONSENT OF SPECIAL COUNSEL EXPERT
The undersigned has acted as special counsel to Paxson Communications
Corporation, a Delaware corporation (the "Company"), in connection with certain
matters described in the Company's Registration Statement on Form S-1,
Registration No. 333-473, which is incorporated by reference in this
Registration Statement, and consents to the reference to the undersigned under
the caption "Legal Matters" in the Prospectus included in the Registration
Statement on Form S-1, Registration No. 333-473, which is incorporated by
reference herein.
DOW, LOHNES & ALBERTSON
a Professional Limited Liability
Company
/s/ John Feore
Washington, D.C. --------------------------------------
March 29, 1996
