AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
REGISTRATION NO. 333-46023______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
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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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-46023) is being filed in order to
incorporate by reference the financial statements for the year ended December
31, 1997, included in the Registrant's Registration Statement on Form S-1
(Registration No. 333-48263).
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.
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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 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. (1)
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. (2)
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P.A. (contained in its opinion filed as Exhibit 5.1 hereto). (1)
24.1 Power of Attorney (1).
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(1) Previously filed.
(2) Filed herewith.
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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/ KENNETH W. SANDERS
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Kenneth W. Sanders, Chief Financial Officer
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.
SIGNATURE TITLE DATE
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* 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
* Director June 26, 1998
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Thomas Cullen
* Director June 26, 1998
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Gerry Hogan
* Director June 26, 1998
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Richard B. Horrow
* Director June 26, 1998
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Joseph Lacob
Director June __, 1998
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Sean McManus
Director June __, 1998
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Andrew Nibley
Director June __, 1998
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Derek Reisfeld
* Director June 26, 1998
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James C. Walsh
* Director June 26, 1998
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Michael P. Schulof
* By: /S/ KENNETH W. SANDERS
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Kenneth W. Sanders
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Arthur Andersen LLP
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.
