AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
SPORTSLINE USA, INC.
-------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 65-0470894
------------------------------- ----------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
-------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN;
WARRANT BETWEEN THE REGISTRANT AND HORROW SPORTS VENTURES;
STOCK OPTION BETWEEN THE REGISTRANT AND MICHAEL P. SCHULHOF; AND
STOCK OPTION BETWEEN THE REGISTRANT AND GERRY HOGAN
------------------------------------------------------------------------------
(FULL TITLE OF THE PLAN)
-------------------
MICHAEL LEVY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
6340 N.W. 5TH WAY
FORT LAUDERDALE, FLORIDA 33309
---------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(954) 351-2120
-------------------------------------------------------------
(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) 579-0809
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------- ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK,
$.01 PAR VALUE......... 1,164,415 SHARES $.625 - $8.00 $4,896,033.95 $1,444.33
========================= ================ =============== =============== ================
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of (i) the actual prices (ranging from $.625 to
$8.00) for an aggregate of 1,064,415 shares of Common Stock being
registered, which are already subject to stock option granted under the
1995 Stock Option Plan; (ii) the actual price of $5.00 for an aggregate of
100,000 warrants and stock options to purchase Common Stock being
registered, which are already subject to warrants and stock options
granted by the Registrant.
</TABLE>
Page 1 of 7 Pages
Exhibit Index at Page II-7
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Registration Statement on Form S-1 (Registration
No. 333-25259) filed under the Securities Act of 1933, as amended
(the "Act"), including any exhibits and amendments thereto, and
the Registrant's final Prospectus, dated November 13, 1997,
pursuant to Rule 424(b) under the Act;
(b) all other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since January 1, 1997; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendments to such description in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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
II-2
<PAGE>
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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the "Commission"), such indemnification is against
public policy as expressed in the 1933 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 Registrant in the successful defense of any
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, 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 1993 Act
and will be governed by the final adjudication of such issue.
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
See "Exhibit Index" on page II-6.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
II-3
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) shall not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida on February 10,
1998.
SPORTSLINE USA, INC.
By: /s/MICHAEL LEVY
-----------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL LEVY President, Chief Executive Officer and Director February 10, 1998
- ------------------------ (principal executive officer)
Michael Levy
/s/ KENNETH W. SANDERS Chief Financial Officer February 10, 1998
- ------------------------ (principal financial and accounting officer)
Kenneth W. Sanders
/s/ THOMAS CULLEN Director February 10, 1998
- ------------------------
Thomas Cullen
/s/ STEPHEN FLEMING Director February 10, 1998
- ------------------------
Stephen Fleming
/s/GERRY HOGAN Director February 10, 1998
- ------------------------
Gerry Hogan
/s/RICHARD B. HORROW Director February 10, 1998
- ------------------------
Richard B. Horrow
/s/JOSEPH LACOB Director February 10, 1998
- ------------------------
Joseph Lacob
Director February __, 1998
- ------------------------
Sean McManus
II-5
<PAGE>
- ------------------------ Director February __, 1998
Andrew Nibley
/s/ LIESL PIKE Director February 10, 1998
- ------------------------
Liesl Pike
Director February __, 1998
- ------------------------
Derek Reisfield
/s/JAMES C. WALSH Director February 10, 1998
- ------------------------
James C. Walsh
/s/MICHAEL P. SCHULHOF Director February 10, 1998
- ------------------------
Michael P. Schulhof
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
------- ----------- ----------
3.1 Registrant's Certificate of Incorporation(1)
3.2 Registrant's Bylaws(2)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen
& Quentel, P.A.
10.1 SportsLine USA, Inc. 1995 Stock Option Plan(3)
10.10 Warrant between the Registrant and Horrow Sports Ventures(4)
10.11 Stock Option between the Registrant and Michael P. Schulhof(5)
10.19 Stock Option between the Registrant and Gerry Hogan
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 is included in the Signatures section of this
Registration Statement
- ----------------------
(1) Incorporated by reference to Exhibit 3.1 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(2) Incorporated by reference to Exhibit 3.2 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(3) Incorporated by reference to Exhibit 10.1 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(4) Incorporated by reference to Exhibit 10.10 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
(5) Incorporated by reference to Exhibit 10.11 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
II-7
EXHIBIT 5.1
February 10, 1998
SportsLine USA, Inc.
6340 N.W. 5th Way
Fort Lauderdale, Florida 33309
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 (i) 1,064,415 shares of the Company's authorized but unissued
common stock, $.01 par value (the "Common Stock"), issuable pursuant to stock
options granted pursuant to the Company's 1995 Stock Option Plan (the "Plan");
(ii) 20,000 shares of the Company's authorized but unissued Common Stock
issuable pursuant to warrants granted to Horrow Sports Ventures ("Horrow
Warrant"); (iii) 40,000 shares of the Company's authorized but unissued Common
Stock issuable pursuant to stock options granted Michael P. Schulhof ("Schulhof
Option"); and (iv) 40,000 shares of the Company's authorized but unissued Common
Stock issuable pursuant to warrants granted to Gerry Hogan ("Hogan Option" and
together with the Schulhof Option, the "Options"). It is our opinion that shares
of Common Stock issuable under the Plan, the Options and the Horrow Warrant,
when issued upon exercise of and in accordance with the terms of stock options
and warrants outstanding or to be granted under the Plan, the Options and the
Horrow Warrant, 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 thereby 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
LIPOFF & QUENTEL, P.A.
---------------------------
GREENBERG TRAURIG HOFFMAN
LIPOFF ROSEN & QUENTEL, P.A.
EXHIBIT 10.19
OPTION AGREEMENT
This Option Agreement ("Agreement") dated as of November 15, 1997,
between SPORTSLINE USA, INC., a Delaware corporation (the "Company"), and GERRY
HOGAN (the "OPTIONEE").
WITNESSETH
WHEREAS, as a result of Optionee becoming a director of the Company,
the Company has agreed to issue to Optionee options to purchase 100,000 shares
of the Company's Common Stock, $0.01 par value (the "COMMON STOCK");
WHEREAS, the Company and Optionee desire to execute this Agreement to
evidence the grant of such options and the terms and conditions thereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee options (the
"OPTIONS") to purchase up to 100,000 shares of Common Stock (the "OPTIONS
Shares"), upon the terms and subject to the conditions set forth in this
Agreement.
2. EXERCISABILITY OF OPTIONS. The Options shall vest and become
exercisable in increments as follows: (i) with respect to 25,000 shares of
Common Stock, on (1) year after the date first above written, and (ii) with
respect to an additional 25,000 shares of Common Stock, at the end of each
consecutive on (1) year period thereafter until the Options have become
exercisable with respect to the total number of Options Shares; provided, that
the vesting of the Options shall be subject to the condition that Optionee shall
continue in office as a director of the Company on the relevant vesting
dates(s), and no further options shall vest on or after the date Optionee ceases
to be a director of the Company.
3. EXPIRATION. The unexercised portion of the Options shall become null
and voild (a) on November 14, 2007, if Optionee is director of the Company on
that date or ceased to be a director prior to that date by reason of his
retirement or the failure of Optionee to be re-nominated for election as a
director of the Company, (b) immediately ion the event Optionee ceases to be
director of the Company by reason of his disability, and (d) twelve months after
the date of Optionee's death in the event that such death occurs prior to the
time the Option otherwise would become null and void pursuant to this sentence
(the earliest of such dates, the "EXPIRATION DATE"). Any part of the Options
that have not been duly exercised by Optionee on or before the close of business
on the Expiration Date shall expire and be of no further force or effect on such
date, and Optionee shall thereafter have no further right hereunder with respect
thereto.
4. EXERCISE PRICE. The exercixe price of the Options shall be $2.00 per
Option Share (the "EXERCISE PRICE"), subject to adjustment pursuant to Section 6
hereof.
<PAGE>
5. METHOD OF EXERCISE OF OPTIONS. If Optionee desires to exercise the
Options in whole or in part, Optionee shall provide the Company a written
Notice of Exercise in the form of Exhibit A attached hereto, accompanied by a
bank or cashier's check payable to the order of the Company for the full
Exercise Price of the Option Shares to be purchased upon such exercise. As
soon as practicable after the receipt of the Notice of Exercise accompanied by
payment for the full Exercise Price of the Option Shares to be purchased, the
Company shall issue and deliver (or cause its transfer agent to deliver) to
Optionee a certificate or certificates evidencing the Option Shares purchased.
If the Options are exercised as to fewer than all the Option Shares covered
thereby, the Options shall remain outstanding as to the remaining Option Shares
until the earlier of the exercise in full of the Options or the Expiration Date.
6. OPTIONS AND OPTION SHARES AS INVESTMENT. Optionee represents and
warrants to the Company that Optionee is acquiring the Options and the Option
Shares issuable upon the exercise thereof for its own account and not with a
view to or for resale in connection with any distribution thereof. The Company
will use its best efforts to register the distribution of the Option Shares
under Federal securities laws promptly after the termination of any applicable
underwriters' lock-up period imposed in connection with the IPO.
7. ANTI-DILUTION PROVISIONS.
(a) ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time
subdivide its oustanding shares of Common Stock by recapitalization,
reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stock to its stockholders, the number
of Option Shares then subject to the Options immediately prior to such
subdivision shall be proportionately increased and the Exercise Price shall be
proportionately decreased; and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification or
combination thereof, the number of Option Shares then subject to the Options
immediately prior to such combination shall be proportionately decreased and the
exercise price shall be proportionately increased. Any such adjustments pursuant
to this Section 6(a) shall be effective at the close of business on the
effective date of such subdivision or combination or if any adjustment is the
result of a stock dividend distribution then the effective date for such
adjustment based thereon shall be the record date therefor.
(b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In
case of any reorganization of the Company or in case the Company shall
consolidate with or merge into another corporation or convey all or
substantially all of its assets to another corporation, then, and in each such
case, Optionee upon the exercise of the Options at any time after the
consummation of such reorganization, consolidation, merger or conveyance,
shall be entitled to receive, in lieu of the Option Shares issuable upon the
exercise of the Options prior to such consummation, the securities or property
to which the Optionee would have been entitled upon such consummation if the
Optionee had exercised the Options immediately prior thereto; in each such
case, the terms of the Options shall be applicable to the securities or
property receivable upon the exercise of the Options after such consummation.
8. PAYMENT OF TAXES AND EXPENSES. All shares of Common Stock issuable
upon exercise of the Options shall be validly issued, fully paid and
nonassessable, and the Company shall pay all expenses in connection with, and
all taxes and other governmental charges that may be imposed in respect of the
issuance or delivery thereof (other than federal, state or local income tax or
-2-
<PAGE>
other tax based upon gross or net income, owed by Optionee on account of such
issuance or delivery).
9. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a
stockholder in respect to any Option Shares as to which the Option shall not
have been exercised and full payment of the Exercise Price made as herein
provided.
10. ISSUANCE OF SHARES. As a condition of the issuance of Option Shares,
the Company may require Optionee to enter into such agreements or undertakings,
if any, as counsel to the Company may deem necessary to assure compliance with
any law or regulation then in effect, including, but not limited to (i) a
representation and warranty by Optionee that he is acquiring the Option Shares
to be issued for investment and not with a view to, or for resale in
connection with, the distribution thereof, and (ii) a representation, warranty
and/or agreement to be bound by any legends that are, in the opinion of counsel
to the Company, necessary to comply with the provisions of any securities law
applicable to the issuance of the Option Shares.
11. NONTRANSFERABILITY. The Options shall not be transferable by Optionee
otherwise than by will or the laws of descent and distribution and during the
lifetime of Optionee are exercisable only by Optionee.
12. NOTICES. Any notice under this Agreement shall be in writing and
shall be given, in the case of the Company, to the Company's Secretary at
its principal executive offices and, in the case of Optionee, to Optionee's
last permanent address as shown on the Company's records, subject to the right
of either party to designate some other address at any time hereafter in a
notice satisfying the requirements of this Section.
13. LAW GOVERNING. This Agreement shall be governed in accordance with and
governed by the laws of the State of Delaware.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both oral and written,
between the parties hereto with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SPORTSLINE USA, INC.
By: MICHAEL LEVY
-----------------------------
Title: President
GERRY HOGAN
---------------------------------
Gerry Hogan
-3-
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 31, 1997 (except with respect to the matters discussed in
Note 9, as to which the date is November 13, 1997) included in the registration
statement on Form S-1 of SportsLine USA, Inc. dated November 13, 1997.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
February 10, 1998
