AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1998
REGISTRATION NO. 333-
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 EMPLOYEE STOCK PURCHASE 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) 579-0809
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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
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COMMON STOCK,
$.01 PAR VALUE................... 500,000 SHARES $6.80 - $22.65625 $9,111,167.50 $2,687.80
===================================================================================================================================
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(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 price of $6.80 for an aggregate of
139,816 shares of the Common Stock being registered, which are already
subject to options under the 1997 Employee Stock Purchase Plan and (ii)
the average of the high and low sales price of the Common Stock on
February 2, 1998 ($22.65625) with respect to 360,184 shares of Common
Stock subject to future grants of options under the 1997 Employee Stock
Purchase Plan.
Page 1 of 7 Pages
Exhibit Index at Page II-7
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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 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
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<PAGE>
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:
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(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;
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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.
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(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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida on February 10,
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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<S> <C> <C>
SIGNATURE TITLE DATE
/S/ MICHAEL LEVY President, Chief Executive Officer and Director February 10, 1998
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Michael Levy (principal executive officer)
/S/ KENNETH W. SANDERS Chief Financial Officer February 10, 1998
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Kenneth W. Sanders (principal financial and accounting officer)
/S/ THOMAS CULLEN Director February 10, 1998
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Thomas Cullen
/S/ STEPHEN FLEMING Director February 10, 1998
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Stephen Fleming
/S/GERRY HOGAN Director February 10, 1998
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Gerry Hogan
/S/RICHARD B. HORROW Director February 10, 1998
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Richard B. Horrow
/S/JOSEPH LACOB Director February 10, 1998
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Joseph Lacob
- ----------------------------------- Director February __, 1998
Sean McManus
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- ----------------------------------- Director February __, 1998
Andrew Nibley
/S/ LIESL PIKE Director February 10, 1998
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Liesl Pike
- ----------------------------------- Director February __, 1998
Derek Reisfield
/S/JAMES C. WALSH Director February 10, 1998
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James C. Walsh
/S/MICHAEL P. SCHULHOF Director February 10, 1998
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Michael P. Schulhof
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<PAGE>
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EXHIBIT INDEX
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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.
10.4 SportsLine USA, Inc. 1997 Employee Stock Option Plan (3)
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
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(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 10.4 filed with the Registrant's
Registration Statement on Form S-1 with the Commission on April 16, 1997
(Registration No. 333-25259).
EXHIBIT 5.1
GREENBERG
ATTORNEYS AT LAW
TRAURIG
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 500,000 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 1997 Employee Stock Purchase Plan (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 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 Rosen & Quentel, P.A.
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GREENBERG TRAURIG HOFFMAN
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 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.
