<PAGE>
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
(Full title of plan)
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 to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per share aggregate offering price registration fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 800,000 (2) $30,822,040(2) $8,569
$.001 par value shares(1)
==========================================================================================================================
</TABLE>
(1) Represents shares that may be issued under the Young Broadcasting Inc.
1995 Stock Option Plan (the "Option Plan"). Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the "Securities 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. 1,500,000 shares that were reserved
for issuance under the Option Plan 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 Securities Act, (a) with respect to
shares issuable upon exercise of options which have heretofore been
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 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
October 1, 1999, as provided under Rule 457(c).
Pursuant to Rule 429 under the Securities Act, the Prospectus included
herein also covers securities registered under Registration Statements No.
33-99678, 333-10703 and 333-26997 on Form S-8 (the "Prior Registration
Statements").
<PAGE>
EXPLANATORY NOTE
Young Broadcasting Inc. (referred to as the "Company", "we", "us",
"our", or "ours") has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act, to register shares of
common stock, $.001 par value per share of the Company, issuable under the Plan.
Pursuant to the Note to Part I of Form S-8 and Rule 428(b)(1) under the
Securities Act, the information required by Part I of Form S-8 is not included
in this Registration Statement.
This Form S-8 includes a Reoffer Prospectus prepared on Form S-3, in
accordance with General Instruction C to Form S-8, to be used for reofferings
and resales on a continuous basis in the future of shares of (a) restricted
securities acquired by selling security holders prior to filing of this
Registration Statement, and (b) control securities acquired by affiliates of the
Company, pursuant to its employee benefit plans.
<PAGE>
PROSPECTUS
YOUNG BROADCASTING INC.
1,810,296 Shares of Common Stock
This Prospectus relates to up to 1,810,296 shares of common stock, $.001
par value per share (the "Common Stock"), of Young Broadcasting Inc., a Delaware
corporation (the "Company", "us", "we", "our" or "ours"), which may be offered
from time to time by the selling stockholders listed on the table on page 8
under the caption "Selling Stockholders" (the "Selling Stockholders"). The
Selling Stockholders are directors or current or former employees of the
Company. 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 Selling Stockholders that sell the Common Stock may be deemed
underwriters withing the meaning of the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Common Stock and any profits realized or
commissions received may be deemed underwriting commissions.
The Common Stock is publicly traded on the Nasdaq National Market and
quoted under the symbol YBTVA. On October 1, 1999, the last reported sales price
of the Company's Class A Common Stock, as reported by the Nasdaq National
Market, was $481/8 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.
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 2.
---------------
Neither the SEC nor any State Securities Commission has approved these
securities or determined if this Prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
---------------
The date of this Prospectus is October 7, 1999
<PAGE>
RISK FACTORS
In addition to the other information set forth in this Prospectus, you
should consider the following risk factors in evaluating an investment in the
Common Stock.
We have a significant amount of debt
We have a significant amount of debt in relation to our total
stockholders' equity. We have significant cash interest expense relating to our
indebtedness under our outstanding senior subordinated notes (the "Notes") and
our senior credit facility (the "Senior Credit Facility"), and a significant
amount of our cash flow will be required for debt service.
Our level of outstanding indebtedness can have material adverse
consequences to the Company and to you. These consequences include:
o Our ability obtain additional financing in the future for
working capital, capital expenditures, acquisitions, corporate
or other purposes may be limited;
o A material portion of our cash flow from operations will be
dedicated to the payment of, and interest on, our debt;
o The agreements governing our indebtedness subject us to
various operating and financial restrictions which could limit
our ability to compete as well as our ability to expand;
o The indebtedness may limit our ability to withstand
competitive pressures and reduce our flexibility in responding
to changing business and economic conditions.
There can be no assurance that we will continue to generate cash and
obtain financing sufficient to meet our debt service, capital expenditure and
working capital obligations.
If we are unable to generate sufficient cash flow to meet our debt
obligations, we may be required to renegotiate the terms of the instruments
relating to our long-term debt or to refinance all or a portion of our long-term
debt. However, there can be no assurance that we will be able to successfully
renegotiate such terms or refinance our indebtedness, or, if we were able to do
so, that the terms available would be favorable. In the event that we were
unable to refinance our indebtedness or obtain new financing under these
circumstances, we likely would have to consider various other options such as
the sale of certain assets to meet our required debt service, negotiation with
our lenders to restructure applicable indebtedness or other options available to
us under law.
Our indebtedness restricts us
Our indebtedness subjects the Company and our subsidiaries to various
financial and operating restrictions . Such restrictions and covenants include,
among other things:
o A limit on the amount of additional indebtedness than may be
incurred and the ability to pay dividends or make capital
contributions;
2
<PAGE>
o Limitations on investments, loans and other payments, certain
sales of assets and certain mergers and acquisitions;
o A limit our ability to prepay indebtedness and make future
acquisitions of television stations; and
o A requirement to maintain specified financial ratios and meet
certain financial tests.
Our ability and the ability of our subsidiaries' to comply with such
restrictions and covenants can be affected by events beyond our control, and
there can be no assurance that we or our subsidiaries will achieve operating
results that would permit compliance with such terms. A failure to comply with
the covenants and other terms of the indebtedness could result in events of
default, which could permit the lenders to declare all outstanding debt to be
immediately due and payable. If we are unable to repay those amounts, the
lenders could proceed against the collateral granted to them to secure the
indebtedness. Substantially all of our assets have been pledged as security
under the Senior Credit Facility.
We are subject to risks if we acquire and integrate new television stations
As part of our business strategy, we will continue to evaluate
opportunities to acquire new television stations. There can be no assurance that
we will find attractive acquisition candidates or effectively manage the
integration of acquired stations into our existing business. If the expected
operating efficiencies from acquisitions do not materialize, if we fail to
integrate new stations or recently acquired stations into our existing business,
or if the costs of such integration exceed expectations, our operating results
and financial condition could be adversely affected. If we make acquisitions in
the future, we may need to incur more debt, issue more equity securities (which
could dilute the position of current stockholders) and we may incur contingent
liabilities and amortization expenses related to goodwill and other intangible
assets. Any of these occurrences could adversely affect our operating results
and financial condition.
We are dependent on our personnel
Our success is substantially dependent upon the retention of, and the
continued performance by, our senior management. The loss of the services of any
of Vincent J. Young, the Company's Chairman, Ronald J. Kwasnick, the Company's
President, James A. Morgan, the Company's Executive Vice President, or Deborah
A. McDermott, the Company's Executive Vice President - Operations, could have an
adverse impact on us. If any member of our senior management team becomes unable
or unwilling to participate in the business and operations of the Company, our
future business and operations could be materially and adversely affected.
We are dependent on networks for programming
Six of our twelve stations are affiliated with the ABC television
network, four are affiliated with the CBS television network, one is affiliated
with the NBC television network, and one station is independent. The television
viewership levels for stations other than KCAL (Los Angeles, California), our
only 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. We can provide no assurance that such
programming will achieve or maintain satisfactory viewership levels in the
future.
3
<PAGE>
Each of our 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 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. We may be exposed in the future to volatile or
increased programming costs which may adversely affect our 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.
Our business has been and continues to be subject to extensive governmental
legislation and regulation
Our 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, our business will be
dependent upon its continuing to hold television broadcasting licenses from the
FCC. FCC licenses generally have a term of eight years. While in the vast
majority of cases such licenses are renewed by the FCC, there can be no
assurance that our 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 our primary FCC licenses could have
a material adverse effect on our 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 our broadcast properties. We are unable to predict the impact that any such
laws or regulations may have on our operations.
We operate in a very competitive business environment
We face competition from:
o Cable television
o New networks such as the Fox television network;
o Alternative methods of receiving and distributing television
signals and satellite delivered programs, including direct
broadcast satellite television systems (DBS);
o Multipoint multichannel distributions systems (MMDS), master
antenna television (MATV) systems and satellite master antenna
television (SMATV) systems; and
o Other sources of news, information and entertainment such as
off-air television broadcast programming, newspapers, movie
theaters, live sporting events and home video products,
including videotape cassette recorders and digital video disc
players.
4
<PAGE>
In addition to competing with other media outlets for audience share,
we also compete for advertising revenues, which comprise the primary source of
revenues for our operating subsidiaries. Our 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.
Our television stations are located in highly competitive markets.
Accordingly, our 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 our stations will be able to maintain or increase its
current audience share or revenue share. To the extent that certain of our
competitors have or may, in the future, obtain greater resources than us, our
ability to compete successfully in our broadcasting markets may be impeded.
Our business may be adversely affected by national and local economic conditions
The television industry is cyclical in nature. Because we rely upon
sales of advertising time at our stations for substantially all of our revenues,
our 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 our revenues; the Company's
operating results, therefore, are particularly susceptible to economic
conditions in the Los Angeles market. Our revenues could be adversely affected
by a future national recessionary environment and, due to the substantial
portion of revenues derived from local advertisers, our operating results in
individual markets could be adversely affected by local or regional economic
downturns.
Management, as major stockholders, possesses unequal voting rights and control
Our 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 55% 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 our operations and business.
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 us a less attractive target for a takeover
than we otherwise might be, or render more difficult or discourage a merger
proposal or a tender offer.
No Dividends
We have not and do not anticipate paying any dividends on shares of our
Common Stock in the foreseeable future. In addition, under the Senior Credit
Facility and the Indentures we are restricted in our ability to pay cash
dividends on our Common Stock.
5
<PAGE>
We may be adversely affected by the Year 2000 problem
We are evaluating the impact of the Year 2000 problem on our business
operations, as well as our services. The Year 2000 problem could adversely
affect us in the following ways:
o Because we purchase or lease all our computer software from
third party vendors, the failure of these vendors to become
Year 2000 compliant could adversely affect our business;
o If significant third party revenue sources, such as national
advertising agencies, experience a Year 2000 problem, we could
lose revenues for which there is no immediate replacement;
o If we or a third party with whom we have a material
relationship fail to become Year 2000 compliant, that could
result in significant signal interruption or other adverse
effects, although we cannot currently estimate the extent of
such adverse effects or any at all;
o System failures or miscalculations could result in our
inability to process commercial logs, remit invoices to
advertisers, accepts an agency's order or provide viewers with
broadcasts.
We are currently developing contingency plans to minimize the effect of any
potential Year 2000 related disruption.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and we file reports and
other information with the Securities and Exchange Commission (the
"Commission"). You may read and copy any such report at the public reference
facilities of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at Suite
1400, Northwestern Atrium center, 500 West Madison Street, Chicago, Illinois
60661-2511 and at Suite 1300, Seven World Trade Center, New York, New York
10048. Please call the Commission at 1-800-SEC-0330 for further information on
the public reference room. The Commission maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
- ------------------
other information regarding issuers (including the Company) that file documents
with the Commission electronically.
We have filed Registration Statements with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock being offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statements and the exhibits
thereto. The omitted portions are not included as permitted by the rules and
regulations of the Commission. For further information, you should read the
Registration Statement and exhibits, which may be obtained or examined as
described above.
INFORMATION INCORPORATED BY REFERENCE
The following documents which have been filed with the SEC pursuant to
the Exchange Act are incorporated herein by reference:
6
<PAGE>
(1) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
(2) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(3) Our Quarterly Report on Form 10-Q for the quarter ended June 30,
1999; and
(4) The description our Common Stock included in our Registration
Statement under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating that description.
In addition, we hereby incorporate 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.
We will provide without charge to each person to whom this 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 106,500 725,475
Ronald J. Kwasnick 14,555 137,365 73,840
James A. Morgan 12,070 249,750 42,600
Deborah A. McDermott 14,555 89,177
Adam Young 23,855
Bernard F. Curry 9,700 1,000
Alfred J. Hickey, Jr. 9,700 1,000
David C. Lee 5,296
Leif Lomo 9,700 1,000
Robert L. Winikoff 5,296
Trustee under the
Young Broadcasting
Inc. 401(k) Plan 277,862(2)
------- --------- ------- ----------
147,680 1,265,314 119,440 277,862
</TABLE>
- ----------------
(1) Does not include 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). We do not yet know the names of the
people who may be selling stockholders from time to time with respect to
such shares. 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.
(2) Includes 200,000 shares reserved for issuance as matching contributions
for the benefit of employees as of the end of each calendar quarter.
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).
8
<PAGE>
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 we
have 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, we have 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, 1998, 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
<PAGE>
TABLE OF CONTENTS
Page
----
Risk Factors............................................................... 2
Available Information...................................................... 6
Information Incorporated by Reference...................................... 6
Selling Stockholders....................................................... 8
Method of Sale............................................................. 9
Indemnification of Directors and Officers.................................. 9
Legal Matters.............................................................. 9
Experts....................................................................10
You should rely only on the information incorporated by reference or provided in
this Prospectus. We have not authorized anyone else to provide you with
different information. The Common Stock is not being offered in any state where
the offer is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the front of this
document.
YOUNG BROADCASTING INC.
Prospectus
1,810,296 Shares
Common Stock
October 7, 1999
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents are incorporated in this Registration
Statement by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999;
(4) All other reports we filed under Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); and
(5) The description of the Common Stock included in our 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, we hereby incorporate 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.
Item 4. Description of Securities
-------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity of the securities has been passed upon by Cooperman Levitt
Winikoff Lester & Newman, P.C. as counsel to the Company.
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.
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
II-1
<PAGE>
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
-----------------------------------
Not applicable.
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.
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-4 of this Registration
Statement)
II-2
<PAGE>
Item 9. Undertakings
------------
The Company 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; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
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 this registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement.
Provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) For the purpose of determining any liability under the Securities Act,
each 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.
(4) That for the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) of
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.
(5) For purposes of determining any liability under the Securities Act, 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 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(6) For purposes of determining any liability under the Securities Act, 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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.
II-3
<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 7th day of
October, 1999.
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 October 7, 1999
- ------------------------ (principal executive officer)
Vincent J. Young
/s/ Ronald J. Kwasnick President and Director October 7, 1999
- -----------------------
Ronald J. Kwasnick
/s/ Adam Young Treasurer and Director October 7, 1999
- ------------------------
Adam Young
/s/ James A. Morgan Executive Vice President October 7, 1999
- ----------------------- (principal financial officer and
James A. Morgan principal accounting officer)
/s/ Bernard F. Curry Director October 7, 1999
- ------------------------
Bernard F. Curry
/s/ Alfred J. Hickey, Jr. Director October 7, 1999
- -------------------------
Alfred J. Hickey, Jr.
/s/ David C. Lee Director October 7, 1999
- --------------------------
David C. Lee
/s/ Leif Lomo Director October 7, 1999
- ---------------------------
Leif Lomo
/s/ Robert L. Winikoff Director October 7, 1999
- ------------------------
Robert L. Winikoff
</TABLE>
II-4
<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-4 of this Registration
Statement)
</TABLE>
<PAGE>
Exhibit 5.1
-----------
October 7, 1999
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 800,00 shares of the Company's Common Stock, $.001 par value
(the "Common Stock"), which are issuable under the Young Broadcasting Inc. 1995
Stock Option Plan (the "Securities").
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 Securities have been issued and sold in the manner described in the
Registration Statement, the 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.
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 to the incorporation by reference
therein of our report dated February 1, 1999, 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, 1998,
filed with the Securities and Exchange Commission.
Ernst & Young LLP
New York, New York
September 30, 1999
