<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
YOUNG BROADCASTING INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3339681
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
599 LEXINGTON AVENUE
NEW YORK, NY 10022
(Address of Principal Executive Offices)
YOUNG BROADCASTING INC. 1995 STOCK OPTION PLAN
YOUNG BROADCASTING INC. 401(K) PLAN
(Full title of plans)
VINCENT J. YOUNG
YOUNG BROADCASTING INC.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(Name and address of agent for service)
(212) 754-7070
(Telephone number, including area code, of agent for service)
Copies to:
Robert L. Winikoff, Esq.
Cooperman Levitt Winikoff
Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 728,481 (2) $20,960,077(2) $6,351
$.001 par value shares(1)
===============================================================================================================
</TABLE>
<PAGE>
(1) Includes (a) 500,000 shares reserved for issuance under the Young
Broadcasting Inc. 1995 Stock Option Plan (the "Option Plan"), (b) 28,481
shares issued to the trustee under the Young Broadcasting Inc. 401(k) Plan
(the "401(k) Plan") for the accounts of eligible employees and (c) 200,000
shares to be issued in the future to the trustee under the 401(k) Plan, as
matching contributions as of the end of each calendar quarter to
participating employees, based upon Registrant's estimate of the number of
shares that will be issued as such in the near future pursuant to the 401(k)
Plan. The number of shares listed includes the maximum number of shares
presently issuable under the 401(k) Plan that are covered by this
Registration Statement pursuant to Rule 457(h) under the Securities Act of
1933, as amended (the "Act"). Pursuant to Rule 416(a) under the Act, this
Registration Statement also covers an indeterminate number of additional
shares that may become issuable as a result of terminated, expired or
surrendered options under the Option Plan, or as a result of anti-dilution
adjustments deemed necessary or equitable by the Board of Directors of the
Registrant upon stock splits, stock dividends or other similar changes in
capitalization. 1,000,000 shares reserved for issuance under the Option
Plan and 49,381 shares issued to the trustee under the 401(k) Plan (as
involuntary contributions for the benefit of all employees eligible to
contribute thereto) had previously been registered pursuant to the Prior
Registration Statements (as defined below).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 of the Act, (a) with respect to shares issuable
upon exercise of options granted under the Option Plan, based upon the
exercise price thereof as provided under Rule 457(h)(1), and (b) with
respect to the remaining shares under the Option Plan and the number of
shares issuable under the 401(k) Plan that are covered by this Registration
Statement, based upon the average of the high and low prices paid for a
share of the Registrant's Class A Common Stock, $.001 par value, as reported
by the Nasdaq National Market as of the close of business on May 7, 1997, as
provided under Rule 457(c).
Pursuant to Rule 429 under the Act, the Prospectus included herein also
covers securities registered under Registration Statements No. 33-99678 and 333-
10703 on Form S-8 (the "Prior Registration Statements"). In addition, pursuant
to Rule 416(c) under the Act, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the 401(k)
Plan.
<PAGE>
EXPLANATORY NOTE
Pursuant to the Note to Part I of Form S-8 and Rule 428(b)(1) under the
Securities Act of 1933, as amended, the information required by Part I of Form
S-8 is not included in this Registration Statement.
<PAGE>
PROSPECTUS FOR RESALES
The material which follows constitutes a prospectus, prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used in connection with
resales of restricted securities acquired by selling security holders prior to
filing of this Registration Statement, and of control securities acquired by
affiliates of the Registrant pursuant to employee benefit plans of the
Registrant, as defined in Rule 405 under the Securities Act of 1933, as amended.
<PAGE>
PROSPECTUS
YOUNG BROADCASTING INC.
1,741,974 SHARES OF COMMON STOCK
This Prospectus relates to up to 1,741,974 shares of common stock, $.001 par
value per share (the "Common Stock"), of Young Broadcasting Inc., a Delaware
corporation (the "Company"), which may be offered from time to time by the
selling stockholders named herein (the "Selling Stockholders"). The Selling
Stockholders may offer shares for sale on the Nasdaq National Market, in
negotiated transactions, or in a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
forms of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Common Stock for whom such broker-dealers may act
as agents or to whom they sell as principals, or both (which compensation as to
a particular broker-dealer may be in excess of customary commissions). See
"Method of Sale."
The Company will not receive any of the proceeds from the sale of the shares
of Common Stock covered by this Prospectus but will bear all expenses incurred
in effecting the registration of such shares.
The Common Stock is publicly traded on the Nasdaq National Market. On May 8,
1997, the last reported sales price of the Company's Class A Common Stock, as
reported by the Nasdaq National Market, was $27 1/4 per share.
The executive offices of the Company are located at 599 Lexington Avenue, New
York, New York 10022; the telephone number is (212) 754-7070.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is May 13, 1997
<PAGE>
RISK FACTORS
In addition to the other information set forth in this Prospectus, the
following risk factors should be considered carefully in evaluating an
investment in the Common Stock offered hereby.
SUBSTANTIAL LEVERAGE
The Company has consolidated indebtedness that is substantial in relation to
its total stockholders' equity. The Company has significant cash interest
expense relating to its indebtedness under its outstanding senior subordinated
notes (the "Notes") and its senior credit facility (the "Senior Credit
Facility"), and a significant amount of the Company's cash flow will be required
for debt service.
The degree to which the Company is leveraged could have important
consequences to holders of Common Stock including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate or other purposes may be limited; (ii) a substantial portion of the
Company's cash flow from operations will be dedicated to the payment of the
principal of, and interest on, its debt; (iii) the agreements governing the
Company's long-term debt contain certain restrictive financial and
operating covenants which could limit the Company's ability to compete as well
as its ability to expand; and (iv) the Company's substantial leverage may make
it more vulnerable to economic downturns, limit its ability to withstand
competitive pressures and reduce its flexibility in responding to changing
business and economic conditions. The ability of the Company to satisfy its debt
obligations will be dependent on the future operating performance of the
Company, which could be affected by changes in economic conditions and other
factors, including factors beyond the control of the Company. A failure to
comply with the covenants and other provisions of its debt instruments could
result in events of default under such instruments, which could permit
acceleration of the debt under such instruments and in some cases acceleration
of debt under other instruments that contain cross-default or cross-acceleration
provisions.
If the Company is unable to generate sufficient cash flow to meet its debt
obligations, the Company may be required to renegotiate the terms of the
instruments relating to its long-term debt or to refinance all or a portion of
its long-term debt. However, there can be no assurance that the Company will be
able to successfully renegotiate such terms or refinance its indebtedness, or,
if the Company were able to do so, that the terms available would be favorable
to it. In the event that the Company were unable to refinance its indebtedness
or obtain new financing under these circumstances, the Company likely would have
to consider various other options such as the sale of certain assets to meet its
required debt service, negotiation with its lenders to restructure applicable
indebtedness or other options available to it under law.
RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS
The Indentures relating to the Notes (the "Indentures") restrict, among other
things, the Company's and its subsidiaries' ability to incur additional
indebtedness, pay dividends or make certain other restricted payments,
consummate certain asset sales, enter into certain transactions with affiliates,
incur liens, impose restrictions on the ability of a subsidiary to pay dividends
or make certain payments to the Company, merge or consolidate with any other
person or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the assets of the Company. In addition, the Senior Credit
Facility contains other and more restrictive covenants and limits the Company's
ability to prepay its indebtedness and make future acquisitions of additional
television stations without the prior consent of the lenders. The
2
<PAGE>
Senior Credit Facility also requires the Company to maintain specified
financial ratios and satisfy certain financial condition tests. The Company's
ability to meet those financial ratios and financial condition tests can be
affected by events beyond its control, and there can be no assurance that the
Company will meet those tests. A breach of any of these covenants could result
in a default under the Senior Credit Facility and/or the Indentures. In the
event of an event of default under the Senior Credit Facility, the lenders could
elect to declare all amounts outstanding under the Senior Credit Facility,
together with accrued interest, to be immediately due and payable. If the
Company were unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness. If the Senior Credit
Facility indebtedness were to be accelerated, there can be no assurance that the
assets of the Company would be sufficient to repay in full that indebtedness
and the other indebtedness of the Company. Substantially all the assets of the
Company and its subsidiaries have been pledged as security under the Senior
Credit Facility.
RISKS OF ACQUISITIONS AND THE FAILURE TO INTEGRATE TELEVISION STATIONS
As part of its business strategy, the Company will continue to evaluate
opportunities to acquire new television stations. There can be no assurance that
the Company will find attractive acquisition candidates or effectively manage
the integration of acquired stations into its existing business. If the expected
operating efficiencies from acquisitions do not materialize, if the Company
fails to integrate new stations or recently acquired stations into its existing
business, or if the costs of such integration exceed expectations, the Company's
operating results and financial condition could be adversely affected. Future
acquisitions by the Company could result in the incurrence of debt, the
potentially dilutive issuance of equity securities and the incurrence of
contingent liabilities and amortization expenses related to goodwill and other
intangible assets, any of which could adversely affect the Company's operating
results and financial condition.
DEPENDENCE ON KEY PERSONNEL
The loss of the services of any of Vincent J. Young, the Company's Chairman,
Ronald Kwasnick, the Company's President, and James A. Morgan, the Company's
Executive Vice President, could have an adverse impact on the Company. The
Company has an employment agreement with Mr. Morgan. Although Vincent Young and
Adam Young together own substantially all of the shares of capital stock of Adam
Young Inc., a national representation firm, Vincent Young devotes substantially
all of his time and Adam Young devotes approximately 60% of his time to the
business of the Company. There can be no assurance that the services of such
personnel will continue to be made available to the Company. The Company does
not carry key man life insurance on any such personnel.
NETWORK AFFILIATION; RELIANCE ON NETWORK PROGRAMMING; RELIANCE ON PROGRAMMING
Six of the Company's twelve stations are affiliated with the ABC television
network, four are affiliated with the CBS television network and one is
affiliated with the NBC television network. The television viewership levels for
the Company's stations other than KCAL (Los Angeles, California), the Company's
sole independent television station, are materially dependent upon programming
provided by these major networks and are particularly dependent upon programming
provided by the ABC network. There can be no assurance that such programming
will achieve or maintain satisfactory viewership levels in the future.
Each of the Company's stations other than KCAL is a party to an affiliation
agreement with one of the networks giving the station the right to rebroadcast
programs transmitted by the network. The networks
3
<PAGE>
pay each affiliated station a fee for each hour of network programming broadcast
by the stations in exchange for the networks' right to sell the majority of the
commercial announcement time during such programming.
As an independent station, KCAL purchases all of its programming, resulting
in proportionally higher programming costs for the station. At the same time,
KCAL retains its entire inventory of advertising and all of the revenue obtained
therefrom. Furthermore, KCAL enters into barter arrangements whereby program
distributors may receive advertising time in exchange for the programming they
provide. There can be no assurance that the Company will not be exposed in the
future to volatile or increased programming costs which may adversely affect the
Company's operating results. Further, programs are usually purchased for
broadcasting for two to three year periods, making it difficult to accurately
predict how a program will perform. In some instances, programs must be replaced
before their cost has been fully amortized, resulting in write-offs that
increase station operating costs.
GOVERNMENT REGULATION
The Company's television operations are subject to significant regulation by
the Federal Communications Commission (the "FCC") under the Communications Act
of 1934, as amended. A television station may not operate without the
authorization of the FCC. Approval of the FCC is required for the issuance,
renewal and transfer of station operating licenses. In particular, the Company's
business will be dependent upon its continuing to hold television broadcasting
licenses from the FCC. Although FCC licenses generally have been issued for
terms of five years, new legislation has recently been enacted which lengthens
the normal term to eight years. While in the vast majority of cases such
licenses are renewed by the FCC, there can be no assurance that the Company's
licenses will be renewed at their expiration dates or, if renewed, that the
renewal terms will be for the maximum permitted period. The non-renewal or
revocation of one or more of the Company's primary FCC licenses could have a
material adverse effect on the Company's operations.
Congress and the FCC currently have under consideration and may in the future
adopt new laws, regulations and policies regarding a wide variety of matters
which could, directly or indirectly, affect the operation and ownership of the
Company's broadcast properties. The Company is unable to predict the impact
which any such laws or regulations may have on its operations.
COMPETITION IN THE TELEVISION INDUSTRY; IMPROVEMENTS AND INNOVATIONS IN
TECHNOLOGY; RISK OF NEW COMPETING NETWORKS
The television broadcasting industry has become increasingly competitive in
recent years with the growth of cable television, the Fox television network,
satellite dishes, multichannel multipoint distribution systems, pay-per-view
programs and the proliferation of VCRs and VCR movie rentals. These changes have
fractionalized television viewing audiences, and this trend is likely to
continue in the future. In addition, technological developments such as "direct
broadcast satellite," "high definition" and "interactive" television may impose
additional costs and competitive pressures on the Company. In addition, each of
Time Warner, Inc. and Paramount Communications, Inc. (now merged into Viacom
Inc.) has launched a new television network. The Company is unable to predict
the effect, if any, that such networks will have on the future results of the
Company's operations.
In addition to competing with other media outlets for audience share, the
Company's stations also compete for advertising revenues, which comprise the
primary source of revenues for the Company's
4
<PAGE>
operating subsidiaries. The Company's stations compete for such advertising
revenues with other television stations in their respective markets, as well as
with other advertising media, such as newspapers, radio stations, magazines,
outdoor advertising, transit advertising, yellow page directories, direct mail
and local cable systems.
The Company's television stations are located in highly competitive markets.
Accordingly, the Company's results of operations will be dependent upon the
ability of each station to compete successfully in its market, and there can be
no assurance that any one of the Company's stations will be able to maintain or
increase its current audience share or revenue share. To the extent that certain
of its competitors have or may, in the future, obtain greater resources than the
Company, the Company's ability to compete successfully in its broadcasting
markets may be impeded.
EFFECT OF NATIONAL AND LOCAL ECONOMIC CONDITIONS
The television industry is cyclical in nature. Because the Company relies
upon sales of advertising time at its stations for substantially all of its
revenues, the Company's operating results are particularly susceptible to being
affected by prevailing economic conditions at both the national and regional
levels. KCAL individually represents a significant portion of the Company's
revenues; the Company's operating results, therefore, are particularly
susceptible to economic conditions in the Los Angeles market. The Company's
revenues could be adversely affected by a future national recessionary
environment and, due to the substantial portion of revenues derived from local
advertisers, the Company's operating results in individual markets could be
adversely affected by local or regional economic downturns.
VOTING RIGHTS; CONTROL BY CERTAIN STOCKHOLDERS; POSSIBLE ANTI-TAKEOVER EFFECT
The Company's Common Stock has been divided into three classes with different
voting rights which allow for the maintenance of control by management. Each
share of Class A Common Stock is entitled to one vote, each share of Class B
Common Stock is entitled to ten votes except for certain significant
transactions for which such shares are entitled to one vote per share, and
shares of Class C Common Stock are not entitled to vote except in connection
with any change to the Company's certificate of incorporation which would
adversely affect the rights of holders of such Common Stock.
Adam Young and Vincent Young together beneficially own shares of Class B
Common Stock representing approximately 58% of the total voting power of the
Company's Common Stock and, as a result, maintain control over the election of a
majority of the Company's directors and, thus, over the operations and business
of the Company as a whole. In addition, such stockholders have the ability to
prevent certain types of material transactions, including a change of control of
the Company.
The disproportionate voting rights of the Class A Common Stock relative to
the Class B Common Stock may make the Company a less attractive target for a
takeover than it otherwise might be, or render more difficult or discourage a
merger proposal or a tender offer.
5
<PAGE>
NO DIVIDENDS
The Company has not and does not anticipate paying any dividends on shares of
its Common Stock in the foreseeable future. In addition, under the Senior Credit
Facility and the Indentures the Company is restricted in its ability to pay cash
dividends on its Common Sto ck.
6
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC, Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the following SEC regional offices: Seven World Trade Center, 13th Floor,
New York, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports and other information
can also be reviewed through the SEC's Electronic Data Gathering, Analysis, and
Retrieval System which is publicly available through the SEC's Web site
(http://www.sec.gov).
The Company has filed Registration Statements with the SEC under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock being offered. This Prospectus does not contain all of
the information set forth in the Registration Statements and the exhibits
thereto. For further information, reference is made hereby to such Registration
Statements and exhibits, which may be obtained from the SEC's principal office
in Washington, D.C. upon payment of the fees prescribed by the SEC.
INFORMATION INCORPORATED BY REFERENCE
The following documents which have been filed with the SEC pursuant to the
Exchange Act are incorporated herein by reference: (i) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996; and (ii) the
description of the Common Stock included in its Registration Statement under
Section 12 of the Exchange Act relating to the Common Stock, including any
amendment or report filed for the purpose of updating that description. In
addition, the Company hereby incorporates by reference into this Prospectus all
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this Prospectus and prior to the termination
of the offering contemplated hereby, which documents shall be deemed to be a
part hereof from the date of filing such documents. The Company will provide
without charge to each person to whom a Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
that have been incorporated herein by reference (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Any such request should be directed to: Secretary, Young
Broadcasting Inc., 599 Lexington Avenue, New York, New York 10022 (telephone:
(212) 754-7070).
Any statement contained in a document, all or a portion of which is
incorporated by reference in this Prospectus, will be deemed to be modified or
superseded for the purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document that
also is incorporated by reference in this Prospectus modifies or supersedes such
statement. Any statement so modified will not be deemed a part of this
Prospectus, except as so modified, and any statement so superseded will not be
deemed part of this Prospectus.
7
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to possible sales by the following selling
stockholders of the following number of shares issued or issuable under the
following employee benefit plans of the Company:
<TABLE>
<CAPTION>
Incentive Stock 1995 Stock Written
Selling Stockholder Grant Program Option Plan(1) Contracts 401(k) Plan
- ----------------------- --------------- -------------- --------- -----------
<S> <C> <C> <C> <C>
Vincent J. Young 106,500 485,250
Ronald J. Kwasnick 14,555 64,000 73,840
James A. Morgan 12,070 187,125 42,600
Deborah A. McDermott 14,555 52,000
David Sankovitch 6,390 14,000
Robert M. Peterson 10,295 24,000
Thomas M. Best 6,035 13,063
Stephen J. Baker 3,195 8,000
Ross P. Woodstock 5,680 17,500
Daniel R. Batchelor 5,680 15,000
Bruce Pfeiffer 5,680 11,000
Michael A. Barras 5,680 15,000
Joseph R. Varholy 5,680 18,000
Bernard F. Curry 2,400 1,000
Alfred J. Hickey, Jr. 2,400 1,000
Leif Lomo 2,400 1,000
Michael S. Willner 2,400 1,000
Robert W. Cordell 4,615
Harold Froelich 19,312
Trustee under the
Young Broadcasting
Inc. 401(k) Plan 77,862
------ ------- ------- ------
206,610 933,538 139,752 77,862
- ----------------
</TABLE>
(1) Also covered by this Prospectus are 384,212 shares presently reserved for
issuance under the Young Broadcasting Inc. 1995 Stock Option Plan pursuant
to the grant of options from time to time to affiliates of the Company (as
defined in Rule 405 under the Securities Act). The names of the people who
may be Selling Stockholders from time to time with respect to such shares
are not known by the Company at this time. The names of those people, along
with the number of shares of Common Stock underlying such options, and the
number of shares which may be sold, by each of those people from time to
time, will be contained in supplements to this Prospectus, which may be
filed with the Commission in accordance with Rule 424(b) under the
Securities Act.
8
<PAGE>
METHOD OF SALE
Sales may be effected by the Selling Stockholders from time to time in
transactions on the Nasdaq Stock Market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the shares of Common Stock to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions).
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware authorizes Delaware
corporations to eliminate or limit the personal liability of a director to the
corporation or a stockholder for monetary damages for breach of certain
fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper benefits. The Company's Certificate of Incorporation
includes a provision eliminating such personal liability. In addition, the
Company has purchased a policy of directors and officers liability insurance,
which covers certain liabilities of directors and officers of the Company
arising out of claims based on acts or omissions in their capacity as directors
or officers. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters in connection with the offering of the Common Stock,
including the legality of the Common Stock constituting an original issuance
offered hereby, have been passed upon for the Company by Cooperman Levitt
Winikoff Lester & Newman, P.C., counsel to the Company.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Annual Report (Form 10-K) for the year ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
9
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C> <C>
Risk Factors............................... 2
Available Information...................... 7
Incorporation of Certain
Documents by Reference................... 7 YOUNG BROADCASTING INC.
Selling Stockholders....................... 8
Method of Sale............................. 9 Prospectus
Indemnification of Directors and Officers.. 9 1,741,974 Shares
Legal Matters.............................. 9 Common Stock
Experts.................................... 9
</TABLE>
No dealer, salesperson or other person has been
authorized to give any information or to make
representations other than those contained in
this Prospectus. This Prospectus does not
constitute an offer or a solicitation in any
jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation.
Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances,
create an implication that there has been no
change in the circumstances of the Company or the
facts set forth herein since the date hereof.
May 13, 1997
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated in this Registration Statement by
reference: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996; and (ii) the description of the Common Stock included
in its Registration Statement under Section 12 of the Exchange Act relating to
the Common Stock, including any amendment or report filed for the purpose of
updating that description. In addition, the Company hereby incorporates by
reference into this Registration Statement all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the termination of the offering
contemplated hereby, which documents shall be deemed to be a part hereof from
the date of filing such documents. Any statements contained in a document all
or a portion of which is incorporated by reference in this Registration
Statement will be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that also is
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any statement so modified will not be deemed a part of this
Registration Statement, except as so modified, and any statement so superseded
will not be deemed part of this Registration Statement.
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 145 of the Delaware General Corporation Law empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
II-1
<PAGE>
Section 145 also empowers a corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court in which
such action was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation is empowered to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 10 of the Company's Restated Certificate of Incorporation provides
as follows:
The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article V, Section 5 of the Company's Second Amended and Restated By-Laws
provides as follows:
The Corporation shall indemnify to the full extent authorized by law any
person made or threatened to be made a party to an action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer, employee or
agent of the Corporation or is or was serving, at the request of the
Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
Item 7. Exemption from Registration Claimed
-----------------------------------
The following shares of Common Stock to be reoffered and resold pursuant to
this Registration Statement are restricted securities within the meaning of Rule
144(a)(3) under the Securities Act:
28,481 shares issued to the trustee under the Young Broadcasting Inc. 401(k)
Plan for the accounts of participants.
II-2
<PAGE>
Such shares were issued without registration under the Securities Act
pursuant to an exemption from registration afforded by Section 4(2) under the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Item 8. Exhibits
--------
5.1 Form of Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as to
legality of the shares to be issued. Registrant hereby undertakes to
submit the Young Broadcasting Inc. 401(k) Plan and any amendments thereto
to the Internal Revenue Service in a timely manner and will make all
changes required by the Internal Revenue Service in order to qualify such
Plan under Section 401 of the Internal Revenue Code.
23.1 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (Included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on Page II-5 of this Registration Statement)
Item 9. Undertakings
------------
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
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, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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.
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)
II-3
<PAGE>
or 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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified 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 New York, State of New York, on this 5th day of May,
1997.
YOUNG BROADCASTING INC.
By: /s/ Vincent J. Young
-----------------------------
Vincent J. Young, Chairman
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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Vincent J. Young and James A. Morgan as such
person's true and lawful attorney-in-fact and agent, acting alone, with full
powers of substitution and revocation, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
acting alone, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Vincent J. Young Chairman and Director May 5, 1997
- --------------------------- (principal executive officer)
Vincent J. Young
/s/ Ronald J. Kwasnick President and Director May 5, 1997
- ---------------------------
Ronald J. Kwasnick
/s/ Adam Young Treasurer and Director May 5, 1997
- ---------------------------
Adam Young
/s/ James A. Morgan Executive Vice President May 5, 1997
- --------------------------- (principal financial officer
James A. Morgan and principal accounting officer)
/s/ Bernard F. Curry Director May 5, 1997
- ---------------------------
Bernard F. Curry
/s/ Alfred J. Hickey, Jr. Director May 5, 1997
- ---------------------------
Alfred J. Hickey, Jr.
/s/ Leif Lomo Director May 5, 1997
- ---------------------------
Leif Lomo
/s/ Michael S. Willner Director May 5, 1997
- ---------------------------
Michael S. Willner
</TABLE>
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 5th day of May, 1997.
YOUNG BROADCASTING INC. 401(K) PLAN
By: Young Broadcasting Inc., Plan Administrator
By: /s/ James A. Morgan
---------------------------------------------------
James A. Morgan, Executive Vice President
II-6
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
5.1 Form of Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. as
to the legality of the shares to be issued.
23.1 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (Included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on Page II-5 of this Registration Statement)
</TABLE>
<PAGE>
Exhibit 5.1
-----------
May 12, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have been requested by Young Broadcasting Inc. (the "Company"), a
Delaware corporation, to furnish our opinion in connection with the registration
statement (the "Registration Statement") on Form S-8, with respect to the
registration of 728,481 shares of the Company's Common Stock, $.001 par value
(the "Common Stock"), which amount includes:
(a) 500,000 shares issuable under the Young Broadcasting Inc. 1995
Stock Option Plan;
(b) 200,000 shares issuable to or for the account of employees of the
Company pursuant to the Young Broadcasting Inc. 401(k) Plan
(together with the shares referred to in (a) above, the "Original
Issuance Securities"); and
(c) 28,481 shares previously issued to or for the account of employees
of the Company pursuant to the Young Broadcasting Inc. 401(k)
Plan.
We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon such examination, it is our opinion that
when the Registration Statement has become effective under the Securities Act of
1933 and when the Original Issuance Securities have been issued and sold in the
manner described in the Registration Statement, the Original Issuance Securities
will have been validly issued and will be fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the Federal laws of the
United States of America, and the General Corporation Law of the State of
Delaware.
<PAGE>
Securities and Exchange Commission
May 12, 1997
Page 2
The opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by your for any other purposes or
relied upon or furnished to any other person without our prior written consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By /s/ Elliot Brecher
------------------------------------
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8, No. 333- ) pertaining to the Young
Broadcasting Inc. 1995 Stock Option Plan and Young Broadcasting Inc. 401(k) Plan
and to the incorporation by reference therein of our report dated February 14,
1997, with respect to the consolidated financial statements and schedule of
Young Broadcasting Inc. and subsidiaries included in its Annual Report (Form 10-
K) for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
New York, New York
May 12, 1997
