<PAGE> 1
As filed with the Securities and Exchange Commission on January 22, 1997
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
---------------
PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 59-3212788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
601 CLEARWATER PARK ROAD, WEST PALM BEACH, FLORIDA 33401
(Address of Principal Executive Office) (Zip Code)
</TABLE>
PAXSON COMMUNICATIONS CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
ANTHONY L. MORRISON, ESQ.
SECRETARY, VICE PRESIDENT, AND GENERAL COUNSEL
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(Name and address of agent for service)
(561) 659-4122
(Telephone number, including area code, of agent for service)
Copies of all communications to:
MICHAEL L. JAMIESON, ESQ.
HOLLAND & KNIGHT LLP
400 NORTH ASHLEY DRIVE
SUITE 2050
TAMPA, FLORIDA 33602
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. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value
$.001 per share. . . . . . 2,000,000 shares $8.84375 $17,687,500 $5,360.00
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee. The
fee is calculated upon the basis of the average between the high and low
sales price for shares of Class A Common Stock of the registrant as reported
on the American Stock Exchange on January 20, 1997.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant,
Paxson Communications Corporation, a Delaware corporation, are incorporated by
reference in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.
(b) (i) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(ii) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
(iii) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
(iv) The description of the Registrant's Class A Common Stock
contained under the caption "Description of Capital Stock"
in the Registrant's Registration Statement on Form S-3
filed with the Commission on August 15, 1996, Registration
Number 333-10267 and as amended by amendments filed
September 16, 1996, and September 26, 1996.
(c) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
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 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
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law,
the Company's Certificate of Incorporation eliminates the liability of the
directors of the Company to the Company or its stockholders, except for
liabilities related to breach of the duty of loyalty, actions not in good
faith, and certain other liabilities.
As permitted by Section 145 of the Delaware General Corporation Law,
the Company's bylaws provide for the indemnification of its directors,
officers, employees, and agents against expenses actually and reasonably
incurred in connection with certain stated proceedings and under certain stated
conditions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant.**
4.3 Form of Stock Certificate for the Class A Common Stock of the
Registrant.***
4.4 Paxson Communications Corporation 1996 Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP as to the legality of the
securities being registered hereunder.
23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1
hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
_______________________
* Filed with the Registrant's Annual Report on Form 10-K, dated March
31, 1995, and incorporated herein by reference.
** Filed with Amendment No. 2 to the Registrant's Registration Statement
on Form S-1, filed March 27, 1996, Registration No. 333-473 and
incorporated herein by reference.
*** Filed with the Registrant's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein
by reference.
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:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(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;
(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
herein, 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.
II-2
<PAGE> 4
(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 an 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 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions (see
Item 6) 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 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.
II-3
<PAGE> 5
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 West Palm Beach, State of Florida, on January
20, 1997.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Anthony L. Morrison
--------------------------------------
Anthony L. Morrison, Secretary, Vice
President and General Counsel
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Arthur D. Tek and Anthony L.
Morrison, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitute or substitutes, may
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>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Lowell W. Paxson Chairman of the Board, Chief Executive January 20, 1997
- ---------------------------------- Officer, and Director (Principal
Lowell W. Paxson Executive Officer)
/s/ Arthur D. Tek Vice President, Chief Financial January 20, 1997
- ---------------------------------- Officer, and Director
Arthur D. Tek
/s/ Kenneth M. Gamache Controller January 20, 1997
- ----------------------------------
Kenneth M. Gamache
/s/ James B. Bocock President, Chief Operating Officer, and January 20, 1997
- ---------------------------------- Director
James B. Bocock
/s/ Michael J. Marocco Director January 20, 1997
- ----------------------------------
Michael J. Marocco
/s/ John A. Kornreich Director January 20, 1997
- ----------------------------------
John A. Kornreich
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ J. Patrick Michaels, Jr. Director January 20, 1997
- ----------------------------------
J. Patrick Michaels, Jr.
/s/ S. William Scott Director January 20, 1997
- ----------------------------------
S. William Scott
/s/ Bruce L. Burnham Director January 20, 1997
- ----------------------------------
Bruce L. Burnham
/s/ James L. Greenwald Director January 20, 1997
- ----------------------------------
James L. Greenwald
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the Registrant.*
4.2 Bylaws of the Registrant.**
4.3 Form of Stock Certificate for the Class A Common Stock of the
Registrant.***
4.4 Paxson Communications Corporation 1996 Stock Incentive Plan.
5.1 Opinion of Holland & Knight LLP as to the legality of the
securities being registered hereunder.
23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1
hereto).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included on signature page).
_______________________
* Filed with the Registrant's Annual Report on Form 10-K, dated March
31, 1995, and incorporated herein by reference.
** Filed with Amendment No. 2 to the Registrant's Registration Statement
on Form S-1, filed March 27, 1996, Registration No. 333-473 and
incorporated herein by reference.
*** Filed with the Registrant's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein
by reference.
II-6
<PAGE> 1
EXHIBIT 4.4
PAXSON COMMUNICATIONS CORPORATION
1996 STOCK INCENTIVE PLAN
<PAGE> 2
PAXSON COMMUNICATIONS CORPORATION
1996 STOCK INCENTIVE PLAN
SECTION 1. PURPOSES
The purpose of the Paxson Communications Corporation 1996 Stock Incentive Plan
(the "Plan") is two-fold. First, the Plan will further the interest of Paxson
Communications Corporation, (the "Company"), any subsidiaries it may have and
its shareholders by providing incentives in the form of stock option grants
and/or restricted stock grants to key employees who contribute materially to
the success and profitability of the Company. The grants shall recognize and
reward outstanding individual performances and contributions and shall give
such persons a proprietary interest in the Company, thus enhancing their
personal interest in the Company's continued success and progress. This
program shall also assist the Company and any subsidiaries it may have in
attracting and retaining key persons. Second, the Plan will provide the
Company flexibility and the means to reward directors and other non-employees
who render valuable contributions to the Company.
SECTION 2. DEFINITIONS
The following terms, when used in the Plan, shall have the meanings set forth
below:
AWARD: An award or grant of any Stock Option or Restricted Stock by the
Committee to a Participant under the Plan.
BENEFICIARY: Beneficiary shall mean the person or persons designated
concurrently, successively or contingently by a Participant in his or her last
effective writing filed with the Company prior to the Participant's death.
BOARD: The Board of Directors of the Company.
CODE: The Internal Revenue Code of 1986, as amended.
COMMITTEE: The Compensation Committee of the Board, or such other committee as
may be duly appointed by the Board from time to time to administer the Plan, in
accordance with Section 3 of the Plan.
COMMON STOCK: Class A common stock of the Company, par value $.001, or such
other class of shares or securities to which the Plan may apply pursuant to
Section 8 of the Plan.
COMPANY: Paxson Communications Corporation, a Delaware corporation.
DISABILITY: Complete and permanent inability by reason of illness or accident
to perform the duties of the occupation at which a Participant was employed or
the services for which the Participant was retained when such disability
commenced, as determined by the Committee based on medical evidence acceptable
to it.
ELIGIBLE PERSON: A person who performs or has in the past performed services
for the Company or any direct or indirect partially or wholly owned subsidiary
thereof, whether as a director, officer, employee, consultant or other
independent contractor, and any person who performs services relating to the
Company in his or her capacity as an employee or independent contractor of a
corporation or other entity that provides services for the Company.
EXCHANGE ACT: The Securities Exchange Act of 1934 as amended and in effect
from time to time, or any successor statute.
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<PAGE> 3
FAIR MARKET VALUE: As applied to the Common Stock on any given day, the
closing sale price of such stock on the trading day next preceding such date as
reported on the registered national exchange providing the primary market in
such securities, or if the Common Stock was not traded on such market, the
average of the closing bid prices as reported by the National Association of
Securities Dealers Automated Quotation System for the previous ten consecutive
trading days, or if such stock is not so traded or reported, the value of a
share of Common Stock as may be determined in good faith by the Board.
INCENTIVE STOCK OPTION: Any Stock Option, granted to an employee of the
Company pursuant to the provisions of Section 6 of the Plan, that qualifies as
an "incentive stock option" within the meaning of Section 422 of the Code.
NON-QUALIFIED STOCK OPTION: Any Stock Option granted pursuant to the
provisions of Section 6 of the Plan that does not qualify as an Incentive Stock
Option.
PARTICIPANT: Any Eligible Person who is selected to participate in the Plan by
the Committee.
PLAN: The Paxson Communications Corporation 1996 Stock Incentive Plan, as
herein set forth, and as amended from time to time.
RESTRICTED PERIOD: The period of time during which Restricted Awards are
subject to the vesting restrictions determined in accordance with Section 7(e)
of the Plan.
RESTRICTED STOCK: Shares of Common Stock awarded pursuant to the provisions of
Section 7 of the Plan.
RETIREMENT: Separation from service under conditions which would constitute
normal retirement under the Company's tax- qualified retirement plans (whether
or not the Participant is in fact eligible to participate under the terms of
such plans) or at such earlier time as may be permitted by the Committee in its
sole discretion.
RULE 16B-3: Securities Exchange Commission Regulation Section 240.16b-3, or
any successor regulation.
SHARE RESERVE: The share reserve established pursuant to Section 5 of the
Plan.
STOCK OPTION: An option to purchase shares of Common Stock granted pursuant to
the provisions of Section 6 of the Plan.
SECTION 3. ADMINISTRATION
The Plan shall be administered by a Committee which shall be constituted so as
to permit the Plan to comply with the disinterested administration requirement
of Rule 16b-3, as currently in effect or as hereafter modified or amended. The
members of the Committee shall be members of the Board and shall be appointed
by the Board. The Committee shall have the power to interpret the Plan and,
subject to its provisions, to prescribe, amend, waive and rescind rules and
regulations, to determine the terms of Awards and to make all other
determinations necessary or desirable for the Plan's administration. All
action taken by the Committee in the administration and interpretation of the
Plan shall be final and binding on all concerned.
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<PAGE> 4
SECTION 4. PARTICIPATION
Subject to the provisions of the Plan, the Committee may at any time, and from
time to time, make Awards under the Plan in any form provided pursuant to
Sections 6 and 7 of the Plan. The Committee shall select the Participants to
be granted Awards, determine the amounts and type or types of Awards to be
made, set forth the terms, conditions and limitations applicable to each Award
and prescribe the form of the instruments embodying Awards made under the Plan.
No individual shall at any time have the right to be selected as a Participant.
Any Participant, having previously been granted an Award, may be granted an
additional Award in the future.
Any Eligible Person that the Committee in its sole and absolute discretion
designates is eligible to receive an Award under this Plan. Only Employees of
the Company shall be eligible to receive grants of Incentive Stock Options.
The Committee's grant of an Award to a Participant in any year does not require
the Committee to grant an Award to that Participant in any other year.
Furthermore, the Committee may grant different Awards to different Participants
and has full discretion to choose whether to grant Awards to any Eligible
Person. The Committee may consider such factors as it deems pertinent in
selecting Participants and in determining the amount of their Awards,
including, without limitation, (i) the financial condition of the Company or
its Subsidiaries; (ii) expected profits for the current or future years; (iii)
the contributions of a prospective Participant to the profitability and success
of the Company or its Subsidiaries; and (iv) the adequacy of the prospective
Participant's other compensation. Participants may include persons to whom
stock, stock options, stock appreciation rights, or other benefits previously
were granted under this or another plan of the Company or any Subsidiary,
whether or not the previously granted benefits have been fully exercised or
vested.
SECTION 5. SHARE RESERVE
Subject to adjustment as permitted under this Section 5 or as permitted by
Section 8 hereof, the aggregate number of shares of Common Stock that may be
distributed to Participants under the Plan may not exceed 2,000,000 shares (the
"Share Reserve"). Such shares may be either authorized but unissued shares,
treasury shares or shares issued and thereafter acquired by the Company. For
the purpose of computing the total number of shares of Common Stock available
for Awards under the Plan, there shall be counted against the foregoing
limitations the number of shares of Common Stock subject to issuance upon
exercise or settlement of Awards determined as at the dates on which such
Awards are granted. If any Award or any portion of any Award is forfeited,
terminated, expired unexercised or settled in cash in lieu of stock or
exchanged for other Awards, the shares of Common Stock which were theretofore
subject to such Awards shall again be available for Awards under the Plan to
the extent of such forfeiture, termination, expiration, settlement or exchange.
No fractional shares of Common Stock shall be issued under the Plan.
SECTION 6. STOCK OPTIONS
(a) AWARDS OF STOCK OPTIONS. Stock Options may be granted under the Plan
on such terms and conditions not inconsistent with the provisions of the Plan
and in such form as the Committee may from time to time approve. Awards of
Stock Options made pursuant to the Plan may be in the form of Incentive Stock
Options or Non-Qualified Stock Options. Stock Options may be granted alone or
in addition to other Awards under the Plan.
(b) EXERCISE PRICE. The exercise price per share of Common Stock
deliverable upon the exercise of each Stock Option shall be determined by the
Committee at the date such Stock Option is granted. Such exercise price may be
less than the Fair Market Value of Common Stock on the date of grant but in no
event shall the exercise price be less than the par value of the Common Stock;
provided, that in no event shall the exercise price of an Incentive Stock
Option be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock on the date of grant thereof. If the exercise price of the Stock
Option is less than the Fair Market Value, the Committee shall establish either
the exercise price or the method used for determining the exercise price in
respect of Stock Options to be made to individuals. The Committee may grant to
Participants holding outstanding Stock
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<PAGE> 5
Options, in exchange for the surrender and cancellation of such Stock Options,
new Stock Options having exercise prices higher or lower than the exercise
price as provided in the surrendered Stock Options and containing such other
terms and conditions as the Committee may deem appropriate.
(c) EXERCISE PERIOD. Stock Options shall become exercisable in whole or
in part on such date or dates as shall be determined by the Committee at the
date of grant. The Committee may, in its sole discretion, accelerate the time
at which any Stock Option may be exercised whether or not such right is set
forth in the terms of any option agreement evidencing such Stock Option.
Except as otherwise permitted by the Committee, each Stock Option which is not
yet exercisable by the Participant shall terminate and be forfeited back to the
Company if and when the Participant shall terminate employment with the
Company. Notwithstanding the foregoing, any exercisable Stock Options shall
remain exercisable for such period after termination of employment as shall be
determined by the Committee at the time the Stock Option is granted which
period may extend beyond the expiration of the original exercise period of the
Stock Option; provided, that, with respect to Incentive Stock Options, the
exercisable period beyond termination of employment shall not exceed the
maximum period permitted under the Code.
(d) STOCK OPTION TERM. Subject to the provisions of subparagraph (c)
above, each Stock Option shall expire on such date or dates as the Committee
may determine at the time the Stock Option shall be granted; provided, that the
term of Incentive Stock Options shall not exceed the date ten (10) years after
the date of grant.
(e) METHOD OF EXERCISE. Any Stock Option granted under the Plan may be
exercised solely by the Participant to whom granted (or by his or her guardian
or legal representative) or, in the case of such Participant's death, by the
Participant's legal representative. Each Stock Option shall be exercised by
written notice to the Company in the manner set forth in the option agreement
evidencing such Stock Option. As soon as practicable after receipt by the
Company of the notice of exercise and of payment of the option price for all
shares of Common Stock with respect to which a Stock Option has been exercised,
a certificate or certificates representing such shares shall be registered in
the name or names of the Participant or his or her successor and shall be
delivered to the Participant or his or her successor at the Participant's
address as it appears in the records of the Company or such other address as
may be designated by the Participant. Payment for shares purchased upon
exercise of a Stock Option shall be made (a) in full in cash or by check at the
time of exercise, (b) with the consent of the Committee, in whole or in part by
the surrender of shares of Common Stock, such Common Stock to be credited
against the option price in an amount equal to its Fair Market Value on the
date of exercise, or (c) with the consent of the Committee and subject to any
applicable restrictions imposed by law, by notes or other means, and upon such
terms and conditions including provision for securing the payment of the same,
as the Committee, in its discretion, shall determine are consistent with the
Plan's purposes and applicable law. In no event, however, shall the Committee
provide for the payment of any option price unless, at the time of exercise of
the Stock Option to which such option price relates, the holder of the Stock
Option pays in cash or by check an amount equal to not less than the aggregate
par or stated value of the shares being acquired.
(f) STOCK OPTION AGREEMENT. Each Participant shall receive a stock option
agreement, which shall contain such provisions, consistent with the provisions
of this Plan, as may be established at any time or from time to time by the
Committee. Each option agreement may provide, in the discretion of the
Committee, that the issuance of the Common Stock shall be conditioned upon the
receipt from the person exercising such Stock Option of a representation, or
other instruments in form and substance satisfactory to the Committee,
indicating that at the time of such exercise it is his or her present intention
to acquire the Common Stock being purchased for investment and not with a view
to the resale or distribution of any part thereof. Neither the Participant nor
his or her legal representative shall be deemed, or have any of the rights and
privileges of, a stockholder of the Company in respect of any shares
purchasable upon the exercise of any Stock Option, in whole or in part, unless
and until certificates for such shares shall have been issued. The form of
option agreement authorized by the Plan may contain such other provisions as
the Committee shall deem advisable. The Committee may vary the terms
-4-
<PAGE> 6
and provisions of individual option agreements on a case-by-case basis and
shall not be required to make all option agreements uniform.
(g) SPECIAL RULES FOR INCENTIVE STOCK OPTIONS. With respect to Incentive
Stock Options granted under the Plan, the aggregate Fair Market Value
(determined as of the date the Incentive Stock Options were granted) of the
number of shares first exercisable by a Participant during any calendar year
shall not exceed one hundred thousand dollars ($100,000) or such other limit as
may be required by the Code.
A Participant who owns stock possessing more than 10 percent of the combined
voting power of all classes of stock of the Company (or its parent or
subsidiary, if any) shall not be granted any Incentive Stock Options unless, at
the time the Stock Option is granted, the exercise price is at least 110
percent of the Fair Market Value of the Common Stock subject to the Stock
Option as of that date and such Stock Option is not exercisable after the
expiration of five years after the date the Stock Option is granted.
(h) TERMINATION FOR CAUSE. Notwithstanding anything in this Plan or in
any other agreement to the contrary, in the event that a Participant's
employment or affiliation with the Company is terminated for cause, as defined
herein, each Stock Option which has not yet been exercised in accordance with
the terms of any Award shall terminate and the Participant shall have no
further rights to exercise any Stock Options previously granted to the
Participant. For purposes of this subsection, a Participant's employment or
affiliation with the Company shall be deemed to be terminated for cause in the
event that such termination results from: (a) a willful and continued failure
by the Participant to substantially perform his or her duties with the Company
(other than any such failure resulting from the Participant's death, Disability
or Retirement); or (b) the willful engaging by the Participant in conduct that
is materially injurious to the Company, monetarily or otherwise. No act or
failure to act by the Participant shall be deemed "willful" unless done, or
omitted to be done, by the Participant not in good faith and without reasonable
belief that his or her action or omission was in the best interest of the
Company.
SECTION 7. RESTRICTED AWARDS
(a) AWARDS OF RESTRICTED STOCK. Awards of Restricted Stock may be granted
under the Plan in such form and on such terms and conditions as the Committee
may from time to time approve including, without limitation, restrictions on
the sale, assignment, transfer or other disposition or encumbrance of such
shares during the Restricted Period and the requirement that the Participant
forfeit such shares back to the Company without any consideration paid by the
Company therefor upon termination of employment within the Restricted Period.
Restricted Stock may be granted alone or in addition to other Awards under the
Plan.
(b) RESTRICTED PERIOD. Restricted Stock that is not yet vested in
accordance with Section 7(e) may be transferred by a Participant to a trust for
the benefit of the Participant or a member of such Participant's immediate
family, but may not otherwise be sold, assigned, transferred, made subject to
gift, or otherwise disposed of, mortgaged, pledged or encumbered. The
Committee may, in its sole discretion, at the time an Award of Restricted Stock
is made, prescribe conditions for the lapse or termination of restrictions upon
the satisfaction of other conditions in addition to or other than the
expiration of the Restricted Period with respect to all or any portion of the
Restricted Stock. The Committee may also, in its sole discretion, shorten or
terminate the Restricted Period or waive any conditions for the lapse or
termination of restrictions with respect to all or any portion of the
Restricted Stock.
(c) RIGHTS OF HOLDERS OF RESTRICTED STOCK. Except for the restrictions
described in Section 7(b), the Participant shall be the owner of the Restricted
Stock and shall have all the rights of a shareholder, including the right to
receive dividends paid on such Restricted Stock and the right to vote such
Restricted Stock.
(d) DELIVERY OF RESTRICTED STOCK. Restricted Stock awarded to a
Participant under the Plan may be held under the Participant's name in a book
entry account maintained by the Company or, if not so held, stock
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<PAGE> 7
certificates for Restricted Stock awarded pursuant to the Plan may be
registered in the name of the Participant and issued and deposited, together
with a stock power endorsed in blank, with the Company or an agent appointed by
the Company and shall bear an appropriate legend restricting the
transferability thereof. A Participant shall be entitled to delivery of stock
certificates only when they become vested in accordance with the provisions of
this Section and upon the expiration or termination of the Restricted Period
and the satisfaction of any other conditions prescribed by the Committee.
(e) VESTING. All Participants, unless otherwise specified by the
Committee, shall be 100% vested in their Restricted Stock after five (5) years,
measured from the effective date of an Award. Notwithstanding any other
provisions of the Plan, the Committee may, in its sole discretion, provide that
a Participant shall be vested in 100% of all or any portion of such
Participant's Awards not previously vested if his or her employment by the
Company is terminated because of death, Disability or Retirement. Except as
otherwise provided by the Committee, a Participant shall cease vesting in all
or any portion of an Award as of the date of his or her termination of
employment for whatever reason. Any Awards that are not vested as of the date
of such termination shall be forfeited. The Committee may, in its discretion,
also provide that a Participant whose employment is terminated by the Company
shall vest in all or any portion of his or her Award in which he or she would
otherwise have vested at the end of the fiscal year in which his or her
termination occurs if the Participant's employment had not actually terminated.
Any Awards not so vested shall be forfeited. The Committee may amend the
vesting schedules, restrictions or other conditions in any Award; provided,
that no such amendment shall reduce interests in the Plan that were vested
prior to the date of such amendment without the consent of the Participant
holding such vested interest.
(f) FORFEITURES. Except to the extent that the Participant has vested in
his or her Restricted Stock and subject to the provisions of Section 7(e)
above, each Participant's right to Restricted Stock shall be forfeited if and
when such Participant's employment or affiliation with the Company ceases or
when any prescribed condition for the lapse or termination of restrictions is
not satisfied. If forfeited, all such Restricted Stock shall become the
property of the Company and shall again immediately become available for award
under the Plan and all of the rights of such Participant to such Restricted
Stock and as a stockholder with respect to such Restricted Stock shall
terminate without further obligation on the part of the Company.
(g) DESIGNATION OF BENEFICIARY. A Participant may designate a Beneficiary
to receive, in the event of the Participant's death, any rights to which the
Participant may be entitled under the Plan. Designation of a Beneficiary by a
Participant shall be made in writing and shall be filed with the Committee.
Such designation may be changed from time to time at the election of the
Participant by filing of a new written designation with the Committee. The
consent of the Beneficiary to any revocation or change in designation shall not
be required. The Committee shall be entitled to rely on the last written
designation of a Beneficiary received by the Committee and shall not be liable
to any person by reason of making payments pursuant to the Plan to such
Beneficiary. If a Participant shall have failed to make an effective
designation of Beneficiary, the governing law of descent and distribution shall
apply.
(h) SECTION 83(B) ELECTION. A Participant who files an election with the
Internal Revenue Service to include the fair market value of any Restricted
Stock in gross income while they are still subject to restrictions promptly
shall furnish the Company with a copy of such election together with the amount
of any federal, state, local or other taxes required to be withheld to enable
the Company to claim an income tax deduction with respect to such election.
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<PAGE> 8
SECTION 8. ADJUSTMENT PROVISIONS
In the event that the Common Stock should, as a result of a stock split or
stock dividend or combination of shares or other change or exchange for other
securities by reclassification or otherwise, be increased or decreased or
changed into, or exchanged for, a different number or kind of shares or other
securities of the Company or any other corporation, or in the event of a
spin-off, spin-out or other distribution of assets to shareholders or the
assumption or conversion of outstanding grants pursuant to an acquisition, the
number and kind of shares then subject to Awards granted under the Plan and the
number of shares then remaining in the Share Reserve and the exercise price per
share of outstanding Stock Options, may be appropriately adjusted by the
Committee in its sole discretion to reflect such action.
SECTION 9. AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Plan may be amended, suspended or terminated by the Board in whole or in
part at any time, with prospective or retroactive effect, provided that no
amendment, suspension or termination of the Plan shall adversely affect, except
with the consent of the holder, any rights or obligations with respect of
Awards theretofore granted and provided further that no amendment shall be made
which would cause the Plan to no longer comply with Rule 16b-3 or other
regulatory requirement to the extent applicable to the Participants subject to
Section 16 of the Exchange Act. Notwithstanding any provisions hereof to the
contrary, without shareholder approval, the Board may not (a) materially
increase the benefits accruing to participants under the Plan, (b) materially
increase the number of Shares which may be issued under the Plan (other than as
provided by Section 8 of the Plan), or (c) materially modify the requirements
as to eligibility for participation under the Plan.
SECTION 10. LISTING AND QUALIFICATION OF SHARES
The Company, in its discretion, may postpone the issuance or delivery of shares
of Common Stock pursuant to any Award until completion of such stock exchange
listing, or other qualification of such shares under any state or Federal law,
rule or regulation as the Company may consider appropriate, and may require any
Participant to make such representations, including, but not limited to a
written representation that the shares are to be acquired for investment and
not for resale or with a view to the distribution thereof, and furnish such
information as it may consider appropriate in connection with the issuance or
delivery of the shares in compliance with applicable laws, rules and
regulations. The Committee may cause a legend or legends to be placed on the
certificates representing shares to make appropriate reference to such
representation and to restrict transfer in the absence of compliance with
applicable Federal or state securities laws.
SECTION 11. HOLDING PERIOD
All equity securities granted pursuant to the Plan to any participant subject
to Section 16 of the Exchange Act shall be held by such participant or by the
Plan for the benefit of that participant for a period of not less than six (6)
months from the date of such grant to the date of disposition of the option or
underlying Common Stock (other than upon exercise or conversion) by the
Participant.
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<PAGE> 9
SECTION 12. OTHER PROVISIONS
The following miscellaneous terms and conditions are also in effect under the
Plan:
(a) NO RIGHT TO EMPLOYMENT OR SERVICE. No person shall have any claim or
right to be granted an Award under the Plan, and no Participant shall have any
right under the Plan to be retained in the employ or service of the Company.
No Participant or other person shall have any right with respect to the Plan or
in any Award, contingent or otherwise, until written evidence of the Award
shall have been delivered to the recipient and all the terms, conditions and
provisions of the Plan and the Award applicable to such recipient (and each
person claiming under or through him or her) have been met.
(b) NON-TRANSFERABILITY OF AWARDS. Except as set forth in Section 7(b)
and except by will or the laws of descent and distribution, no security, right
or interest of any Participant in the Plan shall be assignable or transferable
and no security, right or interest of any Participant shall be liable for, or
subject to, any lien, obligation or liability of such Participant.
(c) TAX WITHHOLDING. All Awards and distributions of shares or other
payments pursuant to the Plan shall be subject to withholding required by
applicable Federal, state and local laws, and the Committee may make such
arrangements for the payment of any withholding taxes on Awards or
distributions as it deems satisfactory, including, but not limited to (i)
reducing the number of shares of Common Stock, based upon their Fair Market
Value, otherwise deliverable, to permit deduction of the amount of any such
withholding taxes, (ii) deducting the amount required to be withheld from
salary or any other amount then or thereafter payable to a Participant,
beneficiary or legal representative, and (iii) requiring a Participant,
Beneficiary or legal representative to pay to the Company the amount required
to be withheld as a condition of releasing the Common Stock and any other
distributions related thereto. Any tax withholding with respect to an
individual subject to Section 16 of the Exchange Act which is treated as a
stock appreciation security under Rule 16b-3 may be made only in conformance
with that rule.
(d) RULE 16B-3 COMPLIANCE. With respect to persons subject to Section 16
of the Exchange Act, transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3. All transactions involving such
persons are subject to the applicable conditions of Rule 16b-3, regardless of
whether such conditions are expressly set forth in the Plan. To the extent any
provision of the Plan or action by the Committee or the Company fails to comply
with Rule 16b-3, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee or the Company.
(e) EXPENSES. Any expenses of administering the Plan shall be borne by
the Company.
(f) NEW PARTICIPANTS. Certain Awards may be granted under the Plan from
time to time in substitution for stock options, restricted shares, or other
equity incentives held by employees of other corporations who are or are about
to become employees of the Company as the result of a merger or consolidation
of the employing corporation with the Company, or the acquisition by the
Company of the assets of the employing corporation, or the acquisition by the
Company of stock of the employing corporation as a result of which it becomes a
subsidiary of the Company. The terms and conditions of the substituted Awards
so granted may vary from the terms and conditions set forth in this Plan to
such extent as the Committee may deem appropriate to conform, in whole or in
part, to the provisions of the substituted equity incentives.
(g) NOTICES. All notices under the Plan shall be in writing, and if to
the Company, shall be delivered to:
Anthony L. Morrison, Esq.
Vice President, Secretary and General Counsel
Paxson Communications Corporation
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<PAGE> 10
601 Clearwater Park Road
West Palm Beach, Florida 33401
Notices to the Participant shall be delivered personally or mailed to the
Participant at his or her address appearing in the payroll records of the
Company. The address of any person may be changed at any time by written
notice to the other party given in accordance with this provision.
(h) OTHER COMPANY PLANS. Nothing contained herein shall prevent the
Company from establishing other incentive plans in which Participants in the
Plan also may participate. No Award under this Plan shall be considered as
compensation in calculating any insurance, pension or other benefit for which
the recipient is eligible unless any such insurance, pension or other benefit
is granted under a plan which expressly provides that compensation under this
Plan (and specifying the type of such compensation) shall be considered as
compensation under such plan, or except where the Committee expressly
determines that an Award or portion of an Award should be included to
accurately reflect competitive compensation practices or to recognize that an
Award has been made in lieu of a portion of competitive annual cash
compensation.
(i) INDEMNIFICATION. No member of the Committee or the Board shall be
personally liable by reason of any contract or other instrument executed by
such member or on such member's behalf in his or her capacity as a member of
the Committee for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless each employee, officer or director of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated, against any cost or
expense (including counsel fees) or liability (including any sum paid in
settlement of a claim) arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith.
(j) UNFUNDED PLAN. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any Award under the Plan, nor
shall the Company be deemed to be a trustee of any rights granted under the
Plan and rights to payment of Awards shall be no greater than the rights of the
Company's general creditors.
(k) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
principles of conflicts of law thereof.
(l) SEVERABILITY. In the event any provision of this Plan shall be held
to be illegal, invalid, or unenforceable for any reason, the illegality,
invalidity, or unenforceability of such provision shall not affect the
remaining provisions of the Plan, but shall be fully severable and this Plan
shall be construed and enforced as if the illegal, invalid, or unenforceable
provision had never been included herein.
(m) HEADINGS. The section headings contained in the Plan are for
reference purposes only and shall not in any way affect the meaning or
interpretation of the Plan.
(n) BINDING EFFECT. This Plan shall be binding upon, and shall inure to
the benefit of, the Company, its successors and assigns, and the Participant,
his or her heirs, executors, administrators and legal representatives.
SECTION 13. APPROVAL AND EFFECTIVE DATE
This Plan shall become effective upon the earlier of its adoption by the Board
or its approval by the holders of the Company's voting common stock, and Awards
may be granted upon the effective date of the Plan and from time to time
thereafter. Notwithstanding any provisions of the Plan to the contrary, no
Incentive Stock Options may be granted at any time on or after the tenth
anniversary of the date of the Plan's adoption.
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<PAGE> 1
EXHIBIT 5.1
OPINION OF HOLLAND & KNIGHT LLP
<PAGE> 2
January 22, 1997
Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Re: Registration Statement on Form S-8
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-8, filed today by Paxson Communications Corporation (the "Company")
with the Securities and Exchange Commission, for the purpose of registering
under the Securities Act of 1933 an aggregate of 2,000,000 shares (the
"Shares") of the authorized Class A Common Stock, par value $.001 per share, of
the Company being offered to certain employees of the Company pursuant to the
Company's 1996 Stock Incentive Plan (the "Plan").
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 such corporate records of the Company, certificates of public
officials, and representatives of the Company, and other documents as we deemed
necessary to deliver the opinion expressed below.
Based upon the foregoing, and having regard for legal considerations
that we deem relevant, it is our opinion that the Shares will be, when and if
issued in accordance with the Plan, duly authorized, validly issued, and fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Holland & Knight LLP
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HOLLAND & KNIGHT LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1996, appearing on page
F-2 of the Paxson Communications Corporation Annual Report on Form 10-K for the
year ended December 31, 1995.
/s/ Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
January 21, 1997
