As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SPORTSLINE.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 65-0470894
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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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, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
Telecopy (305) 579-0717
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered registered per share (1) offering price registration fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 2,500,000 shares $33.94 $84,850,000 $22,401
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(1) Estimated solely for the purpose of calculating the registration fee. The
aggregate offering price has been computed pursuant to Rules 457(c) and
457(h) promulgated under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Common Stock as
reported on the Nasdaq National Market System on March 29, 2000, a date
within five business days prior to the date of filing of this Registration
Statement.
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The contents of the Registrant's Registration Statements on Form S-8,
Registration No. 333-46023, dated February 10, 1998, as amended on June 26,
1998, and Registration No. 333-57821, dated June 26, 1998, relating to the 1997
Incentive Compensation Plan are incorporated herein by reference.
Item 8. Exhibits
4.1 1997 Incentive Compensation Plan, as amended (incorporated by
reference to Exhibit 10.3 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999).
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 its opinion
filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page hereto).
II-1
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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 March 30,
2000.
SPORTSLINE.COM, INC.
By: /s/ Michael Levy
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Michael Levy, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael Levy and Kenneth W.
Sanders his true and lawful attorneys-in-fact, each acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
President, Chief Executive Officer and March 30, 2000
/s/ Michael Levy Director (principal executive officer)
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Michael Levy
Chief Financial Officer (principal March 30, 2000
/s/ Kenneth W. Sanders financial and accounting officer)
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Kenneth W. Sanders
Director
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Thomas Cullen
Director March 30, 2000
/s/ Gerry Hogan
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Gerry Hogan
Director March 30, 2000
/s/ Richard B. Horrow
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Richard B. Horrow
Director March 30, 2000
/s/ Joseph Lacob
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Joseph Lacob
Director March 30, 2000
/s/ Sean McManus
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Sean McManus
Director March 30, 2000
/s/ Andrew Nibley
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Andrew Nibley
Director March 30, 2000
/s/ Fredric G. Reynolds
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Fredric G. Reynolds
Director March 30, 2000
/s/ James C. Walsh
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James C. Walsh
Director March 30, 2000
/s/ Michael P. Schulof
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Michael P. Schulof
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Greenberg Traurig, P.A.
23.1 Consent of Arthur Andersen LLP
23.3 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
24.1 Power of Attorney is included on the signature page of this
Registration Statement.
Exhibit 5.1
March 30, 2000
SportsLine.com, Inc.
6340 N.W. 5th Way
Fort Lauderdale, Florida 33309
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to SportsLine.com, Inc., a Delaware
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-8 covering 2,500,000 shares of the Company's authorized but
unissued common stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to stock options granted pursuant to the Company's 1997 Incentive
Compensation Plan, as amended (the "Plan") . It is our opinion that shares of
Common Stock issuable under the Plan, when issued upon exercise of and in
accordance with the terms of stock options outstanding or to be granted under
the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Greenberg Traurig, 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 24, 2000 included in SportsLine.com, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1999.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
March 27, 2000.
