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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1999
REGISTRATION NO. 333-
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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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PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-3212788
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 CLEARWATER PARK ROAD, WEST PALM BEACH, FLORIDA 33401
(Address of Principal Executive Office) (Zip Code)
PAXSON COMMUNICATIONS CORPORATION
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
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ANTHONY L. MORRISON, ESQ.
VICE PRESIDENT, SECRETARY 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:
DAVID L. PERRY, JR.
HOLLAND & KNIGHT LLP
625 NORTH FLAGLER DRIVE, SUITE 700
WEST PALM BEACH, FLORIDA 33401
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.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT* OFFERING PRICE* FEE
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<S> <C> <C> <C> <C>
Class A Common Stock,
par value
$.001 per share.................. 7,200,000 shares $8.09625 $64,125,000 $17,827
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(1) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions in the
Plan or the agreement pursuant to which such shares are issued.
* 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 February 17, 1999.
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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, 1997;
(b) (i) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1998;
(ii) The Registrant's Current Reports on Form 8-K dated March 6 and
June 5, 1998;
(c) The description of the Registrant's Class A Common Stock contained
in its Registration Statement on Form 8-A filed with the Commission
on June 30, 1995, file number 1-13452; and
(d) All documents subsequently filed by the Registrant 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.
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ITEM 8. EXHIBITS.
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (2)
4.3 Form of Stock Certificate for the Class A Common Stock of the
Registrant (3)
4.4 Paxson Communications Corporation 1998 Stock Incentive Plan
(4)
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature page)
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(1) Filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by reference.
(2) Filed with the Registrant's Registration Statement on Form S-1, as
amended, filed January 26, 1996, Registration No. 333-473 and
incorporated herein by reference.
(3) Filed with the Registrant's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein
by reference.
(4) Filed with the Registrant's Registration Statement on Form S-4, as
amended, filed July 23, 1998, Registration Number 333-59641 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability
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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.
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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 West Palm Beach, State of Florida, on February 18,
1999.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Jeffrey Sagansky
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Jeffrey Sagansky
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of PAXSON COMMUNICATIONS
CORPORATION (the "Company"), a Delaware corporation, for himself and not for one
another, does hereby constitute and appoint ANTHONY L. MORRISON and ARTHUR D.
TEK, and each and either of them and his substitutes, a true and lawful attorney
in his name, place and stead, in any and all capacities, to sign his name to any
and all amendments to this registration statement, including post-effective
amendments, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power of
substitution and full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and each of the
undersigned for himself hereby ratifies and confirms all that said attorneys or
any one of them shall lawfully do or cause to be done by virtue hereof.
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 ON THE DATES INDICATED.
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SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Jeffrey Sagansky Chief Executive Officer, President and
- ----------------------------- Director (Principal Executive Officer) February 18, 1999
Jeffrey Sagansky
/s/ Arthur D. Tek Vice President, Chief Financial Officer and
- ----------------------------- Director (Principal Financial Officer) February 18, 1999
Arthur D. Tek
/s/ Kenneth M. Gamache Vice President and Controller
- ----------------------------- (Principal Accounting Officer) February 18, 1999
Kenneth M. Gamache
/s/ Lowell W. Paxson Chairman of the Board, Director February 18, 1999
- -----------------------------
Lowell W. Paxson
/s/ William E. Simon, Jr. Vice Chairman, Director February 18, 1999
- -----------------------------
William E. Simon, Jr.
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SIGNATURES TITLE DATE
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<S> <C> <C>
Co-President, Director February 18, 1999
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James B. Bocock
/s/ Bruce L. Burnham Director February 18, 1999
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Bruce L. Burnham
Director February 18, 1999
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James L. Greenwald
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INDEX TO EXHIBITS
4.1 Certificate of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (2)
4.3 Form of Stock Certificate for the Class A Common Stock of the
Registrant (3)
4.4 Paxson Communications Corporation 1998 Stock Incentive Plan (4)
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature page)
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(1) Filed with the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by reference.
(2) Filed with the Registrant's Registration Statement on Form S-1, as
amended, filed January 26, 1996, Registration No. 333-473 and
incorporated herein by reference.
(3) Filed with the Registrant's Registration Statement on Form S-4, filed
September 26, 1994, Registration No. 33-84416 and incorporated herein
by reference.
(4) Filed with the Registrant's Registration Statement on Form S-4, as
amended, filed July 23, 1998, Registration Number 333-59641 and
incorporated herein by reference.
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EXHIBIT 5.1
February 19, 1999
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 7,200,000 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 1998 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,
HOLLAND & KNIGHT LLP
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EXHIBIT 23.2
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 March 13, 1998, appearing on page F-2
of Paxson Communications Corporation's Annual Report on Form 10-K for the year
ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Ft. Lauderdale, Florida
February 12, 1999
