<PAGE>
As filed with the Securities and Exchange Commission on September 5, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
HEARST-ARGYLE TELEVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2717523
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
888 Seventh Avenue 10106
New York, New York (Zip Code)
(Address if Executive Officers)
1997 Stock Option Plan
(Full Title of the Plan)
--------------------------------
Dean H. Blythe
Senior Vice President-Corporate Development,
Secretary and General Counsel
Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106
(Name and address of agent for service)
(212) 649-2000
(Telephone number, including area code, of agent for service)
--------------------------------
With Copies To:
Guy Kerr, Esq. Steven A. Hobbs, Esq.
Locke Purnell Rain Harrell Rogers & Wells
(A Professional Corporation) 200 Park Avenue
2200 Ross Avenue, Suite 2200 New York, New York 10166-0153
Dallas, Texas 75201
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Title Proposed Proposed Maximum
Of Securities Amount To Maximum Aggregate Offering Amount of
To Be Registered Be Registered Offering Price Price (1) Registration Fee
Per Share (1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock, 3,000,000 shares $28.00 $84,000,000 $25,452
$.01 Par Value
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for purposes of calculating the registration fee, based on
the average of the high and low prices reported on the Nasdaq National Market
on August 28, 1997.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Hearst-Argyle
Television, Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing of such documents.
1. The Company's Annual Report on Form 10-K for fiscal year ended
December 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
4. The Company's Current Report on Form 8-K dated January 31, 1997, filed
on February 14, 1997, as amended by Current Report on Form 8-K/A dated
January 31, 1997, filed on April 15, 1997.
5. The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A/A dated September 5,
1997, filed pursuant to Section 12 of the Exchange Act, and all
amendments thereto and reports which have been filed for the purpose
of updating such description.
Item 4. Description of Securities.
- ------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
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Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any director or officer, or former
director or officer, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding provided that such director
or officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such director or officer had no
cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred in
connection with the defense or settlement of such action or suit provided that
such director or officer acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for in Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article Seven of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify any and all of its
directors and officers, or former directors and officers, or any person who may
have served at the Company's request as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise.
Article Eight of the Company's Amended and Restated Certificate of
Incorporation provides that no director or former director of the Company shall
be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware Law.
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<PAGE>
The Company maintains liability insurance insuring its officers and
directors against liabilities that they may incur in such capacities, including
liabilities arising under the Federal securities laws other than liabilities
arising out of the filing of a registration statement with the Securities and
Exchange Commission.
Item 7. Exemption from Registration Claimed.
- ------
Not Applicable.
Item 8. Exhibits.
- ------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Appendix C of the Company's
Registration Statement on Form S-4 (File No. 333-32487).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 4.2 of the Company Form 8-A/A).
4.3 Form of specimen certificate representing shares of Series A Common
Stock (incorporated by reference to Exhibit 4.3 of the Company's Form
8-A/A).
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages of this
Registration Statement).
99.1 1997 Stock Option Plan (incorporated by reference to Appendix E of
the Company's Registration Statement on Form S-4 (File No. 333-
22487)).
Item 9. Undertakings.
- ------
The Company 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 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
-4-
<PAGE>
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 this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company 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 Company 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.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 New York, State of New York on September 5, 1997.
HEARST-ARGYLE TELEVISION, INC.
By: /s/ Dean H. Blythe
---------------------------------------
Dean H. Blythe
Senior Vice President-Corporate Development,
Secretary and General Counsel
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Bob Marbut, Harry T. Hawks
and Dean H. Blythe, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done on and about the premises as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Bob Marbut Chairman of the Board and September 5, 1997
- ------------------------------ Co-Chief Executive Officer
Bob Marbut (Principal Executive
Officer)
/s/ John G. Conomikes President and Co-Chief September 5, 1997
- ------------------------------ Executive Officer
John G. Conomikes (Principal Executive Officer)
/s/ David J. Barrett Executive Vice President, September 5, 1997
- ------------------------------ Chief Operating Officer
David J. Barrett and Director
/s/ Harry T. Hawks Chief Financial Officer September 5, 1997
- ------------------------------ Senior Vice President and
Harry T. Hawks (Principal Financial Officer)
/s/ Teresa Lopez Controller September 5, 1997
- ------------------------------ (Principal Accounting Officer)
Teresa Lopez
/s/ Frank A. Bennack, Jr. Director September 5, 1997
- ------------------------------
Frank A. Bennack, Jr.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Victor F. Ganzi Director September 5, 1997
- ------------------------------
Victor F. Ganzi
/s/ George R. Hearst, Jr. Director September 5, 1997
- ------------------------------
George R. Hearst, Jr.
/s/ William R. Hearst III Director September 5, 1997
- ------------------------------
William R. Hearst III
/s/ Gilbert C. Maurer Director September 5, 1997
- ------------------------------
Gilbert C. Maurer
/s/ David Pulver Director September 5, 1997
- ------------------------------
David Pulver
/s/ Virginia H. Randt Director September 5, 1997
- ------------------------------
Virginia H. Randt
/s/ Caroline L. Williams Director September 5, 1997
- ------------------------------
Caroline L. Williams
</TABLE>
-8-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------ ------- ----
<S> <C> <C>
4.1 Amended and Restated Certificate
of Incorporation of the Company
(incorporated by reference to
Appendix C of the Company's
Registration Statement on
Form S-4 (File No. 333-32487)
4.2 Amended and Restated Bylaws of
the Company (incorporated by
reference to Exhibit 4.2 of the
Company Form 8-A/A)
4.3 Form of specimen certificate
representing shares of Series
A Common Stock (incorporated
by reference to Exhibit 4.3
of the Company's Form 8-A/A)
5.1 Opinion of Locke Purnell Rain
Harrell (A Professional
Corporation)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Locke Purnell Rain
Harrell (A Professional
Corporation) (included in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (included on the
signature pages of this Registration
Statement)
99.1 1997 Stock Option Plan
(incorporated by reference to
Appendix E of the Company's
Registration Statement on Form S-4
(File No. 333-32487))
</TABLE>
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<PAGE>
EXHIBIT 5.1
September 5, 1997
Hearst-Argyle Television, Inc.
888 Seventh Avenue
New York, New York 10106
Re: Registration of 3,000,000 shares of Series A Common Stock, par value
$.01 per share, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel for Hearst-Argyle Television, Inc., a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 3,000,000
shares of Series A Common Stock, par value $.01 per share, of the Company (the
"Series A Common Stock") to be offered to key employees and non-employee
directors of the Company pursuant to the Hearst-Argyle Television, Inc. 1997
Stock Option Plan (the "Option Plan").
Based upon our examination of such papers and documents and the
investigation of such matters of law as we have deemed relevant or necessary in
rendering this opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware.
2. Assuming, with respect to shares of Series A Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the issuance
thereof in excess of par value thereof, (ii) the availability of a sufficient
number of shares of Series A Common Stock authorized by the Company's Amended
and Restated Certificate of Incorporation then in effect, (iii) compliance with
the terms of any agreement entered into in connection with any options under the
Option Plan, and (iv) no change occurs in the applicable law or the pertinent
facts, the shares of Series A Common Stock purchasable upon the exercise of any
option granted under the Option Plan will upon issuance be duly authorized and
validly issued, fully paid and non-assessable shares of Series A Common Stock.
<PAGE>
Hearst-Argyle Television, Inc.
September 5, 1997
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement filed by the Company with the Securities and Exchange Commission for
the registration under the Securities Act, of 3,000,000 shares of Series A
Common Stock of the Company covered by the Option Plan. By so consenting, we do
not thereby admit that our firm's consent is required by Section 7 of the
Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ Guy Kerr
-----------------------------------------
Guy Kerr
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Stock Option Plan of Hearst-Argyle Television, Inc.
of our reports dated February 12, 1997, except for the second paragraph of Note
11, as to which the date is March 26, 1997, with respect to the consolidated
financial statements and schedule of Argyle Television, Inc., and March 6, 1995,
with respect to the combined financial statements of Northstar Television of
Grand Rapids, Inc., Northstar Television of Jackson, Inc., and Northstar
Television of Providence, Inc. included in Argyle Television, Inc.'s Annual
Report (Form 10-K), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Antonio, Texas
September 4, 1997
