AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SPORTSLINE USA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0470894
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
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(Address of Principal Executive Offices)
1997 INCENTIVE COMPENSATION PLAN
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(Full title of the Plan)
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MICHAEL LEVY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
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(Name and address of agent for service)
(954) 351-2120
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(Telephone number, including area code, of agent for service)
COPY TO:
Kenneth C. Hoffman, Esq.
Greenberg Traurig Hoffman
Lipoff Rosen & Quentel, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Telecopy (305) 579-0717
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 1,000,000 shares (1) $34.75 $34,750,000 $10,252
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(1) The Registrant is registering an aggregate of 1,000,000 shares under its
1997 Incentive Compensation Plan pursuant to this Registration Statement.
This aggregate number represents an increase in the shares reserved for
issuance under the Registrant's 1997 Incentive Compensation Plan, which
increase was approved by the Registrant's shareholders at a meeting held on
June 11, 1998. An aggregate of 2,000,000 shares were previously registered
for issuance under the 1997 Incentive Compensation Plan pursuant to a
previous Form S-8 filed with the Securities and Exchange Commission on
February 10, 1998 (Registration No. 333-46023).
(2) Estimated solely for the purpose of calculating the registration fee. The
Common Stock being registered relates to option grants to be undertaken in
the future, with option exercise prices to be determined. The aggregate
offering price has been computed pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, on the basis of
the average of the high and low sale prices of the Common Stock as reported
on the Nasdaq National Market System on June 25, 1998, a date within five
business days prior to the date of filing of this Registration Statement.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) the Registrant's Registration Statement on Form S-1
(Registration No. 333-48263) filed under the Securities Act
of 1933, as amended (the "Act"), including any exhibits and
amendments thereto, and the Registrant's final Prospectus,
dated April 17, 1998, filed pursuant to Rule 424(b) under the
Act;
(b) the Registrant's definitive Proxy Statement dated May 19,
1998, filed in connection with the Registrant's June 11, 1998
Annual Meeting of Shareholders;
(c) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998;
(d) the Registrant's Current Report on 8-K, filed with the
Commission on February 13, 1998; and
(e) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, filed
with the Commission on November 7, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof, and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold under this registration
statement, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such document. Any statement contained in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part hereof, except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws, as amended to date, provide for indemnification of
officers and directors of the Registrant to the fullest extent permitted by the
Delaware General Corporation Law ("DGCL"), including under Section 145 of the
DGCL. Section 145 of the DGCL generally grants corporations the power to
indemnify their directors, officers, employees and agents of a corporation in
accordance with the provisions thereof. The Amended and Restated Certificate of
Incorporation contains provisions that eliminate the personal liability of each
director and officer to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director or officer, except (i) for breaches
of such director's or officer's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which such director or officer
derived an improper personal benefit.
The Registrant has entered into Indemnification Agreements with each of
its directors and executive officers pursuant to which the Registrant has agreed
to indemnify such persons against certain claims brought against them as a
result of serving in such capacities. The Indemnification Agreements provide
that generally the Registrant will reimburse the director/executive officer for
all costs and expenses incurred in defending or investigating an indemnified
claim, in advance of the final disposition thereof. The Indemnification
Agreements also provide that the
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director/executive officer will repay the Registrant for any costs or expenses
advanced if it is ultimately determined by a court of competent jurisdiction in
a final, non-appealable adjudication, that the director/executive officer is not
entitled to indemnification under the terms of the Indemnification Agreement.
The Registrant also has in place a Directors and Officers liability
insurance policy.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (File No. 333-25259)).
4.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 of the Registrant's Registration Statement on
Form S-1 (File No. 333-25259)).
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A.
10.1 1997 Incentive Compensation Plan, as amended (incorporated by
reference to Exhibit A to the Registrant's definitive Proxy
Statement dated May 19, 1998, filed in connection with the
Registrant's June 11, 1998 Annual Meeting of Shareholders).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A. (contained in its opinion
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
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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 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.
(3) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida on June 26,
1998.
SPORTSLINE USA, INC.
By: /S/ MICHAEL LEVY
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Michael Levy, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Levy and Kenneth W.
Sanders his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/S/ MICHAEL LEVY President, Chief Executive Officer and June 26, 1998
- ------------------------- Director (principal executive officer)
Michael Levy
/S/ KENNETH W. SANDERS Chief Financial Officer (principal June 26, 1998
- ------------------------- financial and accounting officer)
Kenneth W. Sanders
/S/ THOMAS CULLEN Director June 26, 1998
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Thomas Cullen
/S/ GERRY HOGAN Director June 26, 1998
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Gerry Hogan
/S/ RICHARD B. HORROW Director June 26, 1998
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Richard B. Horrow
Director June __, 1998
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Joseph Lacob
Director June __, 1998
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Sean McManus
/S/ ANDREW NIBLEY Director June 26, 1998
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Andrew Nibley
Director June __, 1998
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Derek Reisfeld
/S/ JAMES C. WALSH Director June 26, 1998
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James C. Walsh
/S/ MICHAEL P. SCHULOF Director June 26, 1998
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Michael P. Schulof
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A.
23.1 Consent of Arthur Andersen LLP
23.3 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A. (included in Exhibit 5.1)
24.1 Power of Attorney is included on the signature page of this
Registration Statement.
EXHIBIT 5.1
June 26, 1998
SportsLine USA, Inc.
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to SportsLine USA, Inc., a Delaware
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-8 covering 1,000,000 shares of the Company's authorized but
unissued common stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to stock options granted pursuant to the Company's 1997 Incentive
Compensation Plan, as amended (the "Plan") . It is our opinion that shares of
Common Stock issuable under the Plan, when issued upon exercise of and in
accordance with the terms of stock options outstanding or to be granted under
the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/S/ Greenberg Traurig Hoffman
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Lipoff Rosen & Quentel, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated January 29, 1998 included in Amendment Number 2 of SportsLine USA,
Inc.'s Registration Statement on Form S-1 (File no. 333-48263).
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
June 23, 1998.
