As filed with the Securities and Exchange Commission on August 14, 2000
Registration No. 333-39618
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SPORTSLINE.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
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<TABLE>
<S> <C> <C>
Delaware 7375 65-0470894
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 351-2120
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Michael Levy
President and Chief Executive Officer
SportsLine.com, Inc.
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 351-2120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Communications to:
Kenneth C. Hoffman, Esq. Kenneth S. Gersh, Esq.
Greenberg Traurig, P.A. Senior Counsel
1221 Brickell Avenue SportsLine.com, Inc.
Miami, Florida 33131 2200 W. Cypress Creek Road
Phone: (305) 579-0500 Fort Lauderdale, Florida 33309
Fax: (305) 579-0717 (954) 351-2120, ext. 7618
Telecopy (954) 351-0368
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum Amount of
Title of Each Class of Additional Amount to offering price per aggregate offering Registration Fee
Securities to be Registered be registered (1) share (2) price (2) (3)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 100,000 $17.1875 $1,718,750 $454
===============================================================================================================================
<FN>
(1) The Registrant previously registered 392,095 shares of Common Stock at
$14.50 per share, the average of the high and low sales prices for the
Common Stock on June 15, 2000 as reported by The Nasdaq National Market in
the Registrant's initial filing of this Registration Statement on June 19,
2000. .
(2) Estimated solely for the purpose of calculating the registration fee, based
on the average of the high and low prices for the Registrant's common stock
as reported on the Nasdaq National Market on August 7, 2000 in accordance
with Rule 457 under the Securities Act of 1933.
(3) Represents the incremental registration fee for the 100,000 additional
shares of Common Stock being registered hereby. The Registrant previously
paid a registration fee of $1,501 for the remaining 392,095 shares
registered hereby on June 19, 2000.
</FN>
</TABLE>
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The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities pursuant to this prospectus
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
Subject to completion, preliminary prospectus dated August 14, 2000
PROSPECTUS
[SPORTSLINE.COM LOGO]
492,095 Shares
Common Stock
-------------------------
Selling stockholders who are identified in this prospectus may offer and
sell from time to time up to 492,095 shares of common stock of SportsLine.com,
Inc. by using this prospectus.
-------------------------
The offering price for the common stock may be the market price for our
common stock prevailing at the time of a sale, a price related to such
prevailing market price, at negotiated prices or such other price as the selling
stockholders determine from time to time.
-------------------------
SportsLine's common stock is traded on the Nasdaq National Market under
the ticker symbol "SPLN." On August 11, 2000, the last reported sales price of
the common stock was $18.125 per share.
-------------------------
Investing in our common stock involves risks.
See "Risk Factors" beginning on page 3.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
-------------------------
The date of this Prospectus is ________, 2000
<PAGE>
TABLE OF CONTENTS
Page
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Risk Factors..................................................................3
SportsLine.com, Inc..........................................................11
Use of Proceeds..............................................................11
Issuance of Common Stock to Selling Stockholders.............................12
Selling Stockholders.........................................................12
Plan of Distribution.........................................................13
Legal Matters................................................................14
Experts......................................................................14
Where You Can Find More Information..........................................15
<PAGE>
RISK FACTORS
If you purchase shares of our common stock, you will take on financial
risk. In deciding whether to invest, you should carefully consider the following
factors, the information contained in this prospectus and the other information
that we have referred you to.
It is especially important to keep these risk factors in mind when you
read forward-looking statements. These are statements that relate to future
periods and include statements about our:
o expected operating results;
o market opportunities;
o acquisition opportunities;
o ability to compete; and
o stock price.
Generally, the words "anticipates," "believes," "expects," "intends"
and similar expressions identify such forward-looking statements.
Forward-looking statements involve risks and uncertainties, and our actual
results could differ materially from the results discussed in the
forward-looking statements because of these and other factors.
Forward-looking statements are current only as of the date of this
prospectus. We do not have any obligation to inform you if forward-looking
statements, or the circumstances on which they were based on, change.
We have only been operating our business since August 1995
We were incorporated in February 1994 and commercially introduced our
first Web site in August 1995. We first recognized revenue from operations in
the quarter ended September 30, 1995. Accordingly, we have a limited operating
history upon which you may evaluate us. You should consider our prospects in
light of the risks, expenses and difficulties frequently encountered by early
stage companies in new and rapidly evolving markets, including the
Internet-based advertising, information services and commerce markets. As an
early stage online content provider and commerce company, we have an evolving
and unpredictable business model, we face intense competition, we must
effectively manage our growth and we must respond quickly to rapid changes in
customer demands and industry standards. To address these risks, we must provide
compelling and original content to our users, we must maintain our existing
relationships and effectively develop new relationships with advertisers,
advertising agencies and other third parties, we must develop and upgrade our
technology and respond to competitive developments, and we must attract, retain
and motivate qualified personnel. We may not succeed in addressing these
challenges and risks.
We have an accumulated deficit and we anticipate further losses
We have incurred significant losses since we began doing business. To
date, we have achieved only limited revenue and our ability to generate
significant revenue is subject to substantial uncertainty. We may not ever
generate sufficient revenue to meet our expenses or achieve or maintain
profitability. We incurred net operating losses of $16.1 million during 1996,
$34.2 million during 1997, $35.5 million during 1998, and $53.1 million during
1999. As of June 30, 2000, we had an accumulated deficit of $133.5 million. We
expect to continue to incur losses for at least the next 24 to 36 months.
Since inception, we have incurred substantial costs to develop and
enhance our technology, to create, introduce and enhance our service offerings,
to acquire and develop content, to build traffic on our Web sites, to acquire
members, to establish marketing relationships and to build an administrative
organization. We intend to continue these efforts and we plan to increase our
spending for marketing and for the development and acquisition of content. We
have entered into various licensing, royalty and consulting agreements with
content providers, vendors, athletes and sports organizations, which agreements
provide for consideration in various forms, including issuance of warrants to
purchase shares of our common stock and payment of royalties, bounties and
certain other guaranteed amounts on a per member and/or a minimum dollar amount
basis over terms ranging from one to ten years.
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Additionally, some of these agreements provide for a specified percentage of
advertising and merchandising revenue to be paid to the athlete or organization
from whose Web site the revenue is derived. As of December 31, 1999, the minimum
guaranteed payments we were required to make under such agreements were
$8,797,000. Our minimum guaranteed payments are subject to reduction in the case
of certain agreements based upon the appreciation of warrants issued, the value
of stock received on exercise of such warrants and the amount of profit sharing
earned under the related agreements. Also, we recorded non-cash expense of
$14,000,000 and $12,000,000 for the year ended December 31, 1999 and 1998,
respectively, related to our agreement with CBS and will record an additional
$146,000,000 of non-cash expense over the remaining term of our agreement with
CBS. Additionally, as of December 31, 1999, non-cash expense under our agreement
with AOL will total $8,726,000 over the remaining term of that agreement.
Our quarterly results may fluctuate and our future revenues are unpredictable
and may be seasonal
Due to our limited operating history and the unpredictability of our
industry, we cannot accurately forecast our revenue. Our revenues for the
foreseeable future will continue to come from a mix of advertising, merchandise
sales, membership and premium service fees, content licensing, Web site
development and syndication fees. We are likely to experience fluctuations in
quarterly revenue and operating results due to the level of advertising revenue
within each quarter. We base our current and future expense levels on our
investment plans and estimates of future revenues. Our expenses are to a large
extent fixed. We may not be able to adjust our spending quickly if our revenues
fall short of our expectations.
Our revenues and operating results may vary significantly from quarter
to quarter due to a number of factors, including:
o the level of usage of the Internet,
o the level of traffic on our Web sites,
o demand for Internet advertising,
o seasonal trends in both Internet usage and advertising
placements,
o the addition or loss of advertisers,
o the advertising budgeting cycles of individual advertisers,
o the number of users that purchase memberships, merchandise or
premium services,
o the amount and timing of capital expenditures and other costs
relating to the expansion of our operations,
o the introduction of new sites and services by us or our
competitors,
o price competition or pricing changes in the industry, and
o general economic conditions and economic conditions specific
to the Internet, electronic commerce and online media.
Furthermore, we expect that our revenue will be higher leading up to
and during major U.S. sports seasons and lower at other times of the year,
particularly during the summer months. In addition, the effect of such seasonal
fluctuations in revenue could be enhanced or offset by revenue associated with
major sports events, such as the Olympics and World Cup events, although such
events do not occur every year. We believe that advertising sales in traditional
media, such as television, generally are lower in the first and third calendar
quarters of each year, and that advertising expenditures fluctuate significantly
with economic cycles. Depending on the extent to which the Internet is accepted
as an advertising medium, seasonality and cyclicality in the level of Internet
advertising expenditures could become more pronounced in which case our revenues
may be affected by such seasonal and cyclical patterns.
Due to all of the foregoing factors, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. It is possible that our operating results may fall below the
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expectations of securities analysts or investors in some future quarter which
would likely cause the trading price of our common stock to decline.
We are dependent upon our relationship with CBS to execute our business plan
In March 1997, we entered into a five-year agreement with CBS, pursuant
to which our flagship Web site was renamed "cbs.sportsline.com." We amended our
agreement with CBS in February 1999 to extend the term through 2006. Over the
term of the agreement, we have the right to use certain CBS logos and
television-related sports content and will receive extensive network television
advertising and on-air promotions. This network television advertising and
on-air promotions, as well as the association of our brand with CBS, are
important elements of our strategy to increase awareness of the SportsLine brand
and build traffic on our Web sites. Under the agreement, CBS has the right to
receive specified percentages of our net revenues. The agreement requires us to
maintain and operate our flagship Web site, cbs.sportsline.com, in accordance
with certain guidelines and restrictions and to cease using any content on
cbs.sportsline.com which CBS determines conflicts, interferes with or is
detrimental to CBS's reputation or business or which becomes subject to any
third party restriction or claim which would prohibit, limit or restrict the use
of such content on the Internet. CBS has the right to terminate the agreement
upon the acquisition by a CBS competitor of 40% or more of the voting power of
our equity securities or in certain other circumstances, including if we breach
a material term or condition or the agreement or if we become insolvent or
subject to bankruptcy or similar proceedings.
We cannot assure you that CBS will perform its obligations under the
agreement, or that the agreement will significantly increase consumer awareness
of our brand or build traffic on our Web sites. Any failure of CBS to perform
its material obligations under the agreement, or the termination of the
agreement prior to the end of its term, would have a material adverse effect on
our business, results of operations and financial condition.
We rely on other strategic relationships in order to execute our business plan
In addition to our relationship with CBS, we have entered into other
strategic relationships with sports superstars and personalities, sports
organizations, commercial online services (such as AOL), third party Web sites
(such as Excite and Netscape) and developers of browsers and other
Internet-based products. We rely on these relationships to increase awareness of
our brand among consumers, to create revenue opportunities and to obtain content
for our Web sites. We cannot assure you that a party to any of our strategic
agreements will perform its obligations as agreed or that we will be able to
specifically enforce any such agreement. Many of these strategic agreements are
short-term in nature and certain of these agreements may be terminated by either
party on short notice. Our failure to maintain or renew these existing strategic
relationships, to establish additional strategic relationships or to fully
capitalize on any such relationship could have a material adverse effect on our
business, results of operations and financial condition.
We may not be able to compete successfully
The market for Internet services and products is relatively new,
intensely competitive and rapidly changing. Since the Internet's
commercialization in the early 1990's, the number of Web sites on the Internet
competing for consumers' attention and spending has proliferated with no
substantial barriers to entry, and we expect that competition will continue to
intensify. Competition could result in less user traffic to our Web sites, price
reductions for our advertising, reduced margins or loss of market share, any of
which would have a material adverse effect on our business, results of
operations and financial condition.
We compete for advertisers, viewers, members, content providers,
merchandise sales and rights to sports events with the following categories of
companies:
o online services or Web sites targeted to sports enthusiasts
generally (such as ESPN.com, CNN and Sports Illustrated's
CNN/SI and Fox Sports) or to enthusiasts of particular sports
(such as Web sites maintained by the NFL, the NBA and the
NHL),
o publishers and distributors of traditional off-line media
(such as television, radio and print), including those
targeted to sports enthusiasts, many of which have established
or may establish Web sites,
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o general purpose consumer online services such as AOL and
Microsoft Network, each of which provides access to
sports-related content and services,
o vendors of sports information, merchandise, products and
services distributed through other means, including retail
stores, mail, facsimile and private bulletin board services,
and
o Web search and retrieval services and portals, such as
AltaVista, Excite, Go.com, Lycos, Netscape and Yahoo!, and
other high-traffic Web sites.
Our ability to compete depends on many factors, many of which are
outside of our control. These factors include the quality of content provided by
us and by our competitors, the ease of use of services developed either by us or
by our competitors, the timing and market acceptance of new and enhanced
services developed either by us or by our competitors, and sales and marketing
efforts by us and our competitors.
Based on our review of publicly available documents, we believe some of
our existing competitors, as well as potential new competitors, have longer
operating histories, significantly greater financial, technical and marketing
resources, greater name recognition and substantially larger user or membership
bases than we do. This may allow them to devote greater resources than we can to
the development and promotion of their services. In addition, some of these
competitors may be able to respond more quickly than us to new or emerging
technologies and changes in Internet user requirements and to devote greater
resources than us to the development, promotion and sale of their services.
There can be no assurance that our current or potential competitors will not
develop products and services comparable or superior to those developed by us or
adapt more quickly than us to new technologies, evolving industry trends or
changing Internet user preferences. In addition, as we expand internationally we
are likely to face new competition. There can be no assurance that we will be
able to compete successfully against current and future competitors, or that
competitive pressures would not have a material adverse effect on our business,
results of operations and financial condition.
We are dependent on certain content providers and are required to make
significant payments to such content providers
We rely on independent content providers for sports news, scores,
statistics and other sports information. Our future success depends, in
significant part, on our ability to maintain and renew our relationships with
these content providers and to build new relationships with other content
providers. Our agreements with content providers generally are short-term and
may be terminated by the content provider if we fail to fulfill our obligations
under the applicable agreement. Some of our content providers compete with one
another and, to some extent, with us for advertising and members. Termination of
one or more significant content provider agreements would decrease the
availability of sports news and information which we can offer our customers and
could have a material adverse effect on our business, results of operations and
financial condition.
Most of our agreements with content providers are nonexclusive, and
many of our competitors offer, or could offer, content that is similar or the
same as that obtained by us from such content providers. In addition, the
growing reach and use of the Internet have further intensified competition in
this industry. Consumers have gained free access to certain information provided
directly on the Internet by certain content providers. To the extent that
content providers, including but not limited to our current suppliers, provide
information to users at a lower cost than us or at minimal or no cost, our
business, results of operations and financial condition could be materially
adversely affected.
Fees payable to content providers constitute a significant portion of
our cost of revenue. There can be no assurance that these content providers will
enter into or renew agreements with us on the same or similar terms as those
currently in effect. If we are required to increase the fees payable to our
content providers, such increased payments could have a material adverse effect
on our business, results of operations and financial condition.
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Effectively managing our growth may be difficult
We have rapidly and significantly expanded our operations and
anticipate that significant expansion of our operations will continue to be
required in order to address potential market opportunities. This growth is
likely to place a significant strain on our management, operational and
financial resources and systems. To manage our growth, we must implement systems
and train and manage our employees. In addition, it may become necessary to
increase the capacity of our software, hardware and telecommunications systems
on short notice. We cannot assure you that our management will be able to
effectively or successfully manage our growth.
Our acquisition strategy has certain risks
Our acquisition strategy is subject to the following risks:
o we may not be able to identify additional suitable acquisition
candidates available for sale at reasonable prices,
o acquisitions may cause a disruption in our ongoing business,
distract our management and other resources and make it
difficult to maintain our standards, controls and procedures,
o we may not be able to consummate any acquisition or
successfully integrate services, products and personnel of any
acquisition into our operations,
o we may acquire companies in markets in which we have little
experience, and
o we may be required to incur debt or issue equity securities,
which may be dilutive to existing shareholders, to pay for
acquisitions.
Our strategy to expand internationally has certain risks
We plan to continue to expand our business internationally and expect
that our international operations will be subject to most of the risks inherent
in our business generally. We can not assure you that revenue from international
operations will increase in the future or that operating losses will not be
incurred from such operations. In addition, there are certain risks inherent in
doing business in international markets, such as:
o changes in regulatory requirements, tariffs and other trade
barriers,
o fluctuations in currency exchange rates,
o potentially adverse tax consequences,
o difficulties in managing or overseeing foreign operations, and
o differences in consumer preferences and requirements in
different markets.
We may not be able to protect our proprietary rights and we may infringe the
proprietary rights of others
Proprietary rights are important to our success and competitive
position. In 1996, we were issued a United States trademark registration for our
former SportsLine USA logo. We have applied to register in the United States a
number of marks, several of which include the term "SportsLine." We have filed
applications to register "SportsLine" marks in Australia, the United Kingdom and
other countries. We can not assure you that we will be able to secure adequate
protection for these trademarks in the United States or in foreign countries.
Although we seek to protect our proprietary rights, our actions may be
inadequate to protect any trademarks and other proprietary rights or to prevent
others from claiming violations of their trademarks and other proprietary
rights. In addition, effective copyright and trademark protection may be
unenforceable or limited in certain countries, and the global nature of the
Internet makes it impossible to control the ultimate destination of our work. We
also license content from third parties and it is possible that we could become
subject to infringement actions based upon the content licensed from those third
parties. We generally obtain representations as to the origin and ownership of
such licensed content; however, this may not adequately protect us. Any of these
claims, with or without merit, could subject us to costly litigation and divert
the attention of our technical and management personnel.
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Our business is at risk of system failures, delays and inadequacy
The performance of our Web sites is critical to our reputation and
ability to attract and retain users, advertisers and members. Services based on
sophisticated software and computer systems often encounter development delays
and the underlying software may contain undetected errors or failures when
introduced. Any system error or failure that causes interruption in availability
or an increase in response time could result in a loss of potential or existing
users, advertisers or members and, if sustained or repeated, could reduce the
attractiveness of our Web sites to users and advertisers. A sudden and
significant increase in the number of users of our Web sites also could strain
the capacity of the software, hardware or telecommunications systems we deploy,
which could lead to slower response time or system failures. In addition, if the
number of Web pages or users of our Web sites increases substantially, our
hardware and software infrastructure may not be able to adequately handle the
increased demand. Our operations also are dependent upon receipt of timely feeds
and computer downloads from content providers, and any failure or delay in the
transmission or receipt of such feeds and downloads, whether on account of our
system failure, our content providers, the public network or otherwise, could
disrupt our operations. Any failure or delay that causes interruptions in our
operations could have a material adverse effect on our business, results of
operations and financial condition.
Our success is dependent on our key personnel
Our future success depends, in part, upon the continued service of our
senior management and other key personnel. Although we are the beneficiary of a
key man life insurance policy covering Michael Levy, our President and Chief
Executive Officer, and in June 1998 we entered into an employment agreement with
Mr. Levy which continues in effect through December 31, 2003, the loss of his
services or the services of one or more of our other executive officers or key
employees could have a material adverse effect on our business, results of
operations and financial condition. Our future success also depends on our
continuing ability to attract and retain highly qualified technical, editorial
and managerial personnel. Competition for such personnel is intense, and we
have, at times, experienced difficulties in attracting the desired number of
such individuals.
Our business depends on the growth of the Internet
Our market is new and rapidly evolving. Our success is highly dependent
upon continued growth in the use of the Internet generally and, in particular,
as a medium for advertising, information services and commerce. Internet usage
may be inhibited for a number of reasons, such as:
o the Internet infrastructure may not be able to support the
demands placed on it, and its performance and reliability may
decline as usage grows,
o security and authentication concerns with respect to the
transmission over the Internet of confidential information,
such as credit card numbers, and attempts by unauthorized
computer users, so-called hackers, to penetrate online
security systems,
o privacy concerns, including those related to the ability of
Web sites to gather user information without the user's
knowledge or consent, and
o the lack of availability of cost-effective, high-speed
services.
If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth or its performance or
reliability may decline. In addition, Web sites may from time to time experience
interruptions in service as a result of outages and other delays occurring
throughout the Internet network infrastructure. If these outages or delays
frequently occur in the future, Internet usage, as well as usage of our Web
sites, could be adversely affected.
Adoption of the Internet as an advertising medium is uncertain
Our business, results of operations and financial condition would be
materially adversely affected if the Internet advertising market develops more
slowly than we expect or if we are unsuccessful in increasing our advertising
revenues. We derive a substantial portion of our revenue from the sale of
advertisements on our Web sites. Since
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the Internet advertising market is new and rapidly evolving, we cannot yet gauge
its effectiveness as compared to traditional advertising media.
The adoption of Internet advertising, particularly by those entities
that have historically relied upon traditional media for advertising, requires
the acceptance of a new way of conducting business, exchanging information and
advertising products and services. Advertisers that have traditionally relied
upon other advertising media may be reluctant to advertise on the Internet.
These businesses may find Internet advertising to be less effective than
traditional advertising media for promoting their products and services. Many
potential advertisers have little or no experience using the Internet for
advertising purposes. Consequently, they may allocate only limited portions of
their advertising budgets to Internet advertising.
Advertisers may not advertise on our Web sites or may pay less for
advertising on our Web sites if they do not believe that they can reliably
measure the effectiveness of Internet advertising or the demographics of the
user viewing their advertisements. We use both internal measurements and
measurements provided to us by third parties. If these third parties are unable
to continue to provide these services, we would have to perform them ourselves
or obtain them from another provider. This could cause us to incur additional
costs or cause interruptions in our business while we are replacing these
services. In addition, we are implementing additional systems designed to record
demographic data on our users. If we do not implement these systems
successfully, we may not be able to accurately evaluate the demographic
characteristics of our users. Moreover, "filter" software programs that limit or
prevent advertising from being delivered to an Internet user's computer are
available. Widespread adoption of this software could adversely affect the
commercial viability of Internet advertising.
To the extent that minimum guaranteed impression levels are not met
ratably over the contract period, we defer recognition of the corresponding
pro-rata portion of the revenues related to such unfulfilled obligation until
the guaranteed impression levels are achieved. Advertising based on impressions,
or the number of times an advertisement is delivered to users, comprises
virtually all of our current revenues. To the extent that minimum impression
levels are not achieved for any reason, we may be required to provide additional
impressions after the contract term, which would reduce our advertising
inventory.
Our revenues could be adversely affected if we are unable to adapt to
other Internet advertising pricing models that are adopted as industry standard.
It is difficult to predict which, if any, pricing models for Internet
advertising will emerge as the industry standard. This makes it difficult to
project our future advertising rates and revenues.
We may not be able to adapt as Internet technologies and customer demands
continue to evolve
To be successful, we must adapt to rapidly changing Internet
technologies by continually enhancing our Web sites and introducing new services
to address our customers' changing demands. We could incur substantial costs if
we need to modify our services or infrastructure in order to adapt to changes
affecting providers of Internet services. Our business, results of operations
and financial condition could be materially adversely affected if we incurred
significant costs to adapt, or cannot adapt, to these changes.
Concerns regarding security of transactions and transmitting confidential
information over the Internet
A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. We rely on
encryption and authentication technology licensed from third parties to provide
the security and authentication necessary to effect secure transmission of
confidential information. We cannot assure you that advances in computer
capabilities, new discoveries in the field of cryptography or other events or
developments will not result in a compromise or breach of the algorithms we use
to protect customer transaction data. If any such compromise of our security
were to occur it could have a material adverse effect on our business, results
of operations and financial condition. If someone is able to circumvent our
security measures, such person could misappropriate proprietary information or
cause interruptions in our operations. We may be required to expend significant
capital and other resources to protect against the threat of such security
breaches or to alleviate problems caused by such breaches. Concerns over the
security of Internet transactions and the privacy of users may also inhibit the
growth of the Internet generally, and the Web in particular, especially as a
means of conducting commercial transactions. To the extent that our activities
or the activities of third party contractors involve the storage and
transmission of proprietary information, such as credit card numbers, security
breaches could expose us
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to a risk of loss or litigation and possible liability. We cannot assure you
that our security measures will prevent security breaches or that failure to
prevent such security breaches would not have a material adverse effect on our
business, results of operations and financial condition.
Regulatory and legal uncertainties could harm our business
Any new law or regulation pertaining to the Internet, or the
application or interpretation of existing laws, could decrease the demand for
our service, increase our cost of doing business or otherwise have a material
adverse effect on our business, results of operations and financial condition.
There is, and will be, an increasing number of laws and regulations pertaining
to the Internet. These laws or regulations may relate to liability for
information retrieved from or transmitted over the Internet, online content
regulation, user privacy, taxation and the quality of products and services.
Moreover, the applicability to the Internet of existing laws governing
intellectual property ownership and infringement, copyright, trademark, trade
secret, obscenity, libel, employment, personal privacy and other issues is
uncertain and developing.
Our contests and sweepstakes may be subject to state and federal laws
governing lotteries and gambling. We seek to design our contest and sweepstakes
rules to fall within exemptions from such laws and restricts participation to
individuals over 18 years of age who reside in jurisdictions within the United
States and Canada in which the contests and sweepstakes are lawful. We cannot
assure you that our contests and sweepstakes will be exempt from such laws or
that the applicability of such laws to us would not have a material adverse
effect on our business, results of operations and financial condition.
We may be liable for the content we make available on the Internet
We may be subject to legal claims relating to the content we make
available on our Web sites, or the downloading and distribution of such content.
For example, persons may bring claims against us if material that is
inappropriate for viewing by young children can be accessed from our Web sites.
Claims could also involve such matters as defamation, invasion of privacy and
copyright infringement. Providers of Internet products and services have been
sued in the past, sometimes successfully, based on the content of material.
Although we carry general liability insurance, our insurance may not cover
potential claims of this type or may not be adequate to cover all costs incurred
in defense of potential claims or to indemnify us for all liability that may be
imposed. Any costs or imposition of liability that is not covered by insurance
or in excess of insurance coverage could have a material adverse effect on our
business, results of operations and financial condition. Implementing measures
to reduce our exposure to this liability may require us to spend substantial
resources and limit the attractiveness of our service to users.
We may not be able to acquire or maintain effective Web addresses
We hold rights to various Web domain names, including
"cbs.sportsline.com," "golfweb.com" and "vegasinsider.com," among others.
Governmental agencies typically regulate domain names. These regulations are
subject to change. We may not be able to acquire or maintain appropriate domain
names in all countries in which we do business. Furthermore, regulations
governing domain names may not protect our trademarks and similar proprietary
rights. We may be unable to prevent third parties from acquiring domain names
that are similar to, infringe upon or diminish the value of our trademarks and
other proprietary rights.
The price of our common stock is highly volatile
The trading price of our common stock fluctuates significantly. For
example, during the 52-week period ended July 31, 2000, the reported closing
price of our common stock on the Nasdaq National Market was as high as $63.250
and as low as $10.125. The trading price of the common stock may fluctuate in
response to a number of events and factors, such as:
o quarterly variations in operating results,
o announcements of technological innovations,
o new services, products and strategic developments by us or our
competitors,
10
<PAGE>
o changes in financial estimates or recommendations by
securities analysts, and
o the operating and stock price performance of other companies.
In addition, the stock market has experienced volatility that has
particularly affected the market prices of equity securities of companies within
certain industry groups such as technology companies and Internet-related
companies in particular, and that often has been unrelated to the operating
performance of such companies. These broad market fluctuations may materially
adversely affect the trading price of our common stock, regardless of our
operating performance.
SPORTSLINE.COM, INC.
SportsLine.com, Inc., formerly SportsLine USA, Inc., is a leading
Internet-based sports media company that provides branded, interactive
information and programming as well as merchandise to sports enthusiasts
worldwide. SportsLine produces and distributes original, interactive sports
content, including editorials and analyses, radio shows, contests, games,
fantasy league products and fan clubs. SportsLine also distributes a broad range
of up-to-date news, scores, player and team statistics and standings, photos,
audio clips and video clips obtained from CBS and other leading sports news
organizations, as well as SportsLine's superstar athletes. SportsLine produces
the official Web sites for several organizations including Major League
Baseball, the PGA TOUR and NFL Europe League. In addition, SportsLine is the
primary sports content provider for America Online, Excite and Netscape.
SportsLine has established a number of important strategic
relationships to increase awareness of the SportsLine brand, build traffic on
its Web sites and develop proprietary programming. In March 1997, SportsLine
established a strategic alliance with CBS pursuant to which SportsLine's
flagship Web site was renamed "cbs.sportsline.com" and receives extensive
network television advertising and on-air promotion, primarily during CBS
television sports broadcasts such as the NFL, the NCAA Men's Basketball
Tournament, NCAA Football, PGA TOUR events, U.S. Open tennis and the Daytona
500. The CBS agreement was amended in February 1999 to extend its term through
2006. SportsLine believes that its relationship with CBS, in particular the
branding of its flagship Web site as "cbs.sportsline.com" and the promotion
SportsLine receives on CBS television broadcasts, will enable it to establish
SportsLine as a broadly recognized worldwide consumer brand. SportsLine also has
distribution agreements and relationships with a number of other partners
including America Online, Excite, Netscape, Westwood One, theglobe.com, Major
League Baseball and the PGA TOUR.
In May 1999, SportsLine established Sports.com Limited, formerly known
as SportsLine Europe Limited, as a European-based, majority owned subsidiary.
Intel Corporation, MediaOne Ventures and Reuters hold minority interests in
Sports.com. In August 1999, the sports.com Web site was launched as the home of
sports sites for fans of European sports, including soccer, rugby and cricket.
Sports.com operates country-specific Web sites through locally based operating
subsidiaries that deliver real-time, in-depth European sports content and
programming that capitalizes on the Web's unique graphical and interactive
capabilities. Sports.com has established local subsidiaries in the United
Kingdom and France and plans to establish local subsidiaries in Germany, Italy
and Spain within the next 12 months. Sports.com has formed strategic
relationships with IMG, France Telecom Multimedia, Rete Srl and Manchester
United.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock will
go to the shareholders who offer and sell their shares. Accordingly, we will not
receive any of the proceeds from the sales of the shares of our common stock.
However, we could receive up to approximately $6.1 million upon exercise of all
of the warrants held by the selling stockholders (of which there is no
assurance), which will be used for working capital and other general corporate
purposes.
11
<PAGE>
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS
In April 1999, we entered into a license agreement with PGA TOUR, Inc.
("PGA TOUR") pursuant to which we issued to PGA TOUR a warrant (the "PGA
Warrant") to purchase 114,943 shares of our common stock at a price of $43.50
per share. The PGA Warrant vests and is exercisable in increments as set forth
below:
Shares of Common Stock Vesting Date Expiration Date
---------------------- ------------ ---------------
40,231 April 12, 1999 April 11, 2002
17,241 January 1, 2001 June 30, 2004
17,241 January 1, 2002 June 30, 2004
11,494 January 1, 2003 June 30, 2004
28,736 January 1, 2004 June 30, 2004
In April 2000, we issued 277,152 shares of our common stock to Data
Broadcasting Corporation ("DBC") in connection with our purchase from DBC of
certain assets related to the business of DBC Sports.
In May 2000, we entered into a promotion agreement with JAE
Endorsements, Inc. for the promotional services of John Elway pursuant to which
we issued warrants (the "Elway Warrants") to purchase an aggregate of 100,000
shares of our common stock at a price of $11.4375 per share in denominations as
follows: JAE Endorsements, Inc. (85,000), Jeff Sperbeck (10,000) and Michael
Sullivan (5,000). The Elway Warrants vested and were exercisable immediately
upon issuance. As of the date hereof, none of the Elway Warrants have been
exercised.
SELLING STOCKHOLDERS
The following table sets forth, as of July 31, 2000, the name of each
selling stockholder, the number of shares of our common stock beneficially owned
by such selling stockholder and the number of shares of common stock which may
be sold from time to time by such selling stockholder pursuant to this
prospectus. None of the selling stockholders has held any position or office
(other than a non-officer employment relationship) or had a material
relationship with us or any of our affiliates (other than as a result of the
ownership of our common stock) within the past three years. The table has been
prepared on the basis of the information furnished to us by or on behalf of each
of the selling stockholders.
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Owned Prior to the Offering
-------------------------------- Shares Which May be Sold
Name of Selling Stockholder Number Percent Pursuant to this Prospectus (1)
--------------------------- ---------------- ------------- -------------------------------
<S> <C> <C> <C>
Data Broadcasting Corporation...................... 277,152 * 277,152
PGA TOUR, Inc...................................... 40,231 (2) * 114,943
JAE Endorsements, Inc.............................. 85,000 * 85,000
Jeff Sperbeck...................................... 10,000 * 10,000
Michael F. Sullivan................................ 5,000 * 5,000
<FN>
--------------
* Less than 1% of the outstanding common stock.
(1) The shares of common stock which may be sold pursuant to this prospectus
are calculated assuming that the PGA Warrant and the Elway Warrants are
exercised in their entirety prior to expiration. The actual number of
shares of common stock offered hereby and included in the Registration
Statement of which this prospectus forms a part includes, pursuant to Rule
416 under the Securities Act, such additional number of shares of common
stock which may be issuable upon exercise of the PGA Warrant and the Elway
Warrants to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Excludes 74,712 shares issuable pursuant to the PGA Warrant that are not
exercisable within 60 days. See "Issuance of Common Stock to Selling
Stockholders."
</FN>
</TABLE>
12
<PAGE>
PLAN OF DISTRIBUTION
We will not receive any of the proceeds from the sales of the shares of
our common stock pursuant to this Prospectus. However, we could receive up to
approximately $6.1 million upon exercise of all of the warrants held by the
selling stockholders (of which there is no assurance). The shares of common
stock offered hereby may be sold from time to time by the selling stockholders,
or by their pledgees, donees, distributees, transferees or other successors in
interest.
The selling stockholders or their respective pledgees, donees,
transferees or other successors in interest may sell the shares of common stock
offered hereby by delivery of this prospectus from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq National
Market or on such other market on which our common stock may from time to time
be trading, may sell the shares offered hereby in privately negotiated
transactions, may sell shares of common stock short and (if such short sales
were effected pursuant hereto and a copy of this prospectus delivered therewith)
deliver the shares offered hereby to close out such transactions, may engage in
the sale of such shares through equity-swaps or the purchase or sale of options,
may pledge the shares offered hereby to a broker or dealer or other financial
institution, and upon default, the broker or dealer may effect sales of the
pledged shares by delivery of this prospectus or as otherwise described herein
or any combination thereof. The sale price to the public may be the market price
for our common stock prevailing at the time of sale, a price related to such
prevailing market price, at negotiated prices or such other price as the selling
stockholders determine from time to time. The shares offered hereby may also be
sold pursuant to Rule 144 under the Securities Act without delivery of this
prospectus. The selling stockholders shall have the sole discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be unsatisfactory at any particular time.
The selling stockholders or their respective pledgees, donees,
transferees or other successors in interest may also sell the shares directly to
market makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). Market
makers and block purchasers purchasing the shares will do so for their own
account and at their own risk. It is possible that a selling stockholder will
attempt to sell shares of common stock in block transactions to market makers or
other purchasers at a price per share which may be below the then market price.
There can be no assurance that all or any part of the shares offered hereby will
be issued to, or sold by, the selling stockholders. The selling stockholders and
any brokers, dealers or agents, upon effecting the sale of any of the shares
offered hereby, may be deemed "underwriters" as that term is defined under the
Securities Act or the Securities Exchange Act of 1934, as amended, or the rules
and regulations promulgated thereunder.
The selling stockholders, alternatively, may sell all or any part of
the shares offered hereby through an underwriter. No selling stockholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. If a selling stockholder
enters into such an agreement or agreements, the relevant details will be set
forth in a supplement or revisions to this prospectus.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations promulgated under the Exchange
Act, any person engaged in a distribution of the shares of common stock covered
by this prospectus may be limited in its ability to engage in market activities
with respect to such shares. The selling stockholders, for example, will be
subject to the applicable provisions of the Exchange Act and the rules and
regulations promulgated thereunder, including, without limitation, Regulation M,
which provisions may restrict certain activities of the selling stockholders and
limit the timing of purchases and sales of any shares of common stock by the
selling stockholders. Furthermore, under Regulation M, persons engaged in a
distribution of securities are prohibited from simultaneously engaging in market
making and certain other activities with respect to such securities for a
specified period of time prior to the commencement of
13
<PAGE>
such distributions, subject to specified exceptions or exemptions. The foregoing
may affect the marketability of the shares offered by this prospectus.
We have agreed to pay certain expenses of the offering and issuance of
the shares of common stock covered by this prospectus, including the printing,
legal and accounting expenses we incur and the registration and filing fees
imposed by the Commission. The selling stockholders will be indemnified by
SportsLine against certain civil liabilities, including certain liabilities
under the Securities Act, or will be entitled to contribution in connection
therewith. SportsLine will be indemnified by the selling stockholders against
certain civil liabilities, including certain liabilities under the Securities
Act, or will be entitled to contribution in connection therewith.
Upon a sale of common stock pursuant to this Registration Statement of
which this prospectus forms a part, the common stock will be freely tradable in
the hands of persons other than affiliates of SportsLine. We will not pay
brokerage commissions or taxes associated with sales by the selling
stockholders.
The selling stockholders have agreed to suspend sales upon notification
that certain actions, such as amending or supplementing this prospectus, are
required in order to comply with federal or state securities laws.
LEGAL MATTERS
Greenberg Traurig, P.A., Miami, Florida has provided us with an opinion
as to legal matters in connection with the common stock offered by this
prospectus.
EXPERTS
The consolidated balance sheets of SportsLine.com, Inc. as of December
31, 1999 and 1998, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the three years in
the period ended December 31, 1999 incorporated by reference in this
Registration Statement and included in our Annual Report on Form 10-K/A for the
year ended December 31, 1999, have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their report with
respect thereto, and are included therein in reliance upon the authority of such
firm as experts in giving said report.
14
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements,
information statements and other information with the Commission. You can
inspect and copy any such information we file with the Commission at the public
reference facilities the Commission maintains at:
Room 1024, Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
and at the SEC's Regional Offices located at:
Suite 1400, Northwestern Atrium Center
500 West Madison Street
Chicago, Illinois 60661
and
13th Floor, Seven World Trade Center
New York, New York 10048
and you may also obtain copies of such material by mail from the Public
Reference Section of the Commission at:
450 Fifth Street, N.W.
Washington, D.C. 20549
at prescribed rates. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms.
The Commission also maintains a Web site on the World Wide Web, the
address of which is http://www.sec.gov. That site also contains our annual,
quarterly and special reports, proxy statements, information statements and
other information. Our annual, quarterly and special reports, proxy statements,
information statements and other information concerning SportsLine may also be
inspected at the offices of the Nasdaq Stock Market, Reports Section, at:
1735 K Street, N.W.
Washington, D.C. 20006.
This prospectus is part of a Registration Statement filed by us with
the Commission. It does not contain all the information included or incorporated
by reference in the Registration Statement. The full Registration Statement can
be obtained from the Commission as indicated above or from us.
The Commission allows us to "incorporate by reference" information from
other documents that we file with them, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the sale of all the shares of
common stock covered by this prospectus:
1. Our Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 1999,
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2000,
3. Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2000,
15
<PAGE>
4. Our Current Report on Form 8-K/A filed on February 22, 2000,
5. Our Proxy Statement for our 2000 Annual Meeting filed on April 28,
2000, and
6. The description of our common stock contained in the Registration
Statement on Form 8-A filed on November 7, 1997, under Section 12(g)
of the Exchange Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
SportsLine.com, Inc.
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
Attention: Investor Relations
(954) 351-2120
You should rely only on the information incorporated by reference,
provided in this prospectus or any supplement or that we have referred you to.
We have not authorized anyone else to provide you with different information.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
However, you should realize that the affairs of SportsLine may have changed
since the date of this prospectus. This prospectus will not reflect such
changes. You should not consider this prospectus to be an offer or solicitation
relating to the securities in any jurisdiction in which such an offer or
solicitation relating to the securities is not authorized. Furthermore, you
should not consider this prospectus to be an offer or solicitation relating to
the securities if the person making the offer or solicitation is not qualified
to do so, or if it is unlawful for you to receive such an offer or solicitation.
16
<PAGE>
[SPORTSLINE.COM LOGO]
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance And Distribution.
The Company estimates that expenses payable by it in connection with
the offering described in this registration statement will be as follows:
Securities and Exchange Commission registration fee.... $ 1,955
Printing expenses...................................... 1,500
Accounting fees and expenses........................... 5,000
Legal fees and expenses................................ 5,000
Miscellaneous.......................................... 1,545
---------
Total............................................. $ 15,000
All amounts except the Securities and Exchange Commission registration
fee are estimated.
Item 15. Indemnification of Directors and Officers.
The Company has authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
in such statute. The Company's Amended and Restated Certificate of
Incorporation, incorporated by reference as Exhibit 3.2 to this Registration
Statement, provides that the Company shall indemnify its executive officers and
directors to the fullest extent permitted by law either now or hereafter. The
Company has also entered into an agreement with each of its directors and
certain of its officers, in the form incorporated by reference in this
Registration Statement as Exhibit 10.2, wherein it has agreed to indemnify each
of them to the fullest extent permitted by law.
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 16. Exhibits
Exhibit Description
------- -----------
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1)
24.1 Power of Attorney (previously filed)
Item 17. 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
II-1
<PAGE>
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end 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 a 20% 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.
(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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered thereby, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-2
<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-3 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 August 14,
2000.
SPORTSLINE.COM, INC.
By:/s/ Michael Levy
-------------------------------
Michael Levy, President and
Chief Executive Officer
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Levy
----------------------------------------- President, Chief Executive Officer and August 14, 2000
Michael Levy Director (principal executive officer)
/s/ Kenneth W. Sanders
----------------------------------------- Chief Financial Officer (principal financial August 14, 2000
Kenneth W. Sanders and accounting officer)
*
----------------------------------------- Director August 14, 2000
Thomas Cullen
*
----------------------------------------- Director August 14, 2000
Gerry Hogan
*
----------------------------------------- Director August 14, 2000
Richard B. Horrow
*
----------------------------------------- Director August 14, 2000
Joseph Lacob
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
----------------------------------------- Director August 14, 2000
Sean McManus
*
----------------------------------------- Director August 14, 2000
Andrew Nibley
*
----------------------------------------- Director August 14, 2000
Russell I. Pillar
*
----------------------------------------- Director August 14, 2000
Michael P. Schulhof
*
----------------------------------------- Director August 14, 2000
James C. Walsh
* By: /s/ Michael Levy
-------------------------------------
Michael Levy, as Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
