-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JZSLnLji+baJzxS7/lyyHvG9KOfI1KYUxi+WSfo9HsO4e1664C8V97SlswzkbKDQ b1NwKYO1VFT/iXSvtA1K0w== 0000940180-99-001471.txt : 19991125 0000940180-99-001471.hdr.sgml : 19991125 ACCESSION NUMBER: 0000940180-99-001471 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991124 EFFECTIVENESS DATE: 19991124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91571 FILM NUMBER: 99763398 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 23, 1999 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________ THE WALT DISNEY COMPANY (Exact name of registrant as specified in its charter) DELAWARE 500 South Buena Vista Street 95-4545390 (State or other jurisdiction of Burbank, California 91521-9722 (I.R.S. Employer incorporation or organization) (Address of Principal Executive Offices) Identification No.)
The Walt Disney Company Amended and Restated 1995 Stock Incentive Plan (Full Title of the Plans) David K. Thompson, Esq. Senior Vice President--Assistant General Counsel 500 South Buena Vista Street Burbank, California 91521 (818) 560-1000 (Name and address of agent for service) copy to: Morton A. Pierce Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 (212) 259-8000 ______________________________ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered(1) offering price per share aggregate offering price registration fee (2) - ---------------------------------------------------------------------------------------------------------------------------------- go.com Common Stock, par value $0.01 per share 27,300,000 shares $33.15625 $905,165,625.00 $251,636.04 - ----------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover an indeterminable number of additional shares that may become issuable pursuant to the anti-dilution provisions of the plan (the "Plan") listed above. (2) Estimated for the sole purpose of computing the registration fee. Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per unit is calculated as the average of the high and low prices, reported by the New York Stock Exchange, Inc., of the go.com Common Stock of the registrant on November 22, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by Disney with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by reference: (a) Disney's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (as amended by Disney's 10-K/A filed April 12, 1999 and Disney's 10-K/A filed June 30, 1999); (b) Disney's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1998 (as amended by Disney's 10-Q/A filed April 12, 1999), March 31, 1999 and June 30, 1999; (c) Disney's Current Reports on Form 8-K filed July 12, 1999, October 15, 1999, November 5, 1999 and November 5, 1999; and (d) the description of go.com Common Stock contained in Disney's Registration Statement on Form 8-A, filed November 17, 1999. All documents subsequently filed by Disney pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Certificate of Incorporation provides that a director of the Registrant will not be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent permitted by the Delaware General Corporation Law (the "DGCL"), as amended or interpreted from time to time. In addition, the Registrant's Certificate of Incorporation states that the Registrant shall, to the full extent permitted by the DGCL, as amended or interpreted from time to time, indemnify all directors, officers and employees whom it may indemnify pursuant thereto and in addition, the Registrant may, to the extent permitted by the DGCL, indemnify agents of the Registrant or other persons. Section 145 of the DGCL permits indemnification against expenses, fines, judgments and settlements incurred by any director, officer or employee of a company in the event of pending or threatened civil, criminal, administrative or investigative proceedings, if such person was, or was threatened to be made, a party by reason of the fact that he or she is or was a director, officer, or employee of the company. Section 145 also provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. In addition, the Registrant maintains a directors' and officers' liability insurance policy. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Index to Exhibits. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (a)(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; (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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 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 the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on the 23rd day of November, 1999. The Walt Disney Company By: /s/ David Thompson -------------------------- David K. Thompson Senior Vice President - Assistant General Counsel POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Sanford M. Litvack, Thomas O. Staggs and David K. Thompson, and each of them, his or her true and lawful attorney-in-fact and agent, 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his or her 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 date indicated.
Signature Title Date --------- ----- ---- /s/ Michael D. Eisner Chairman of the Board and Chief November 23, 1999 Executive Officer (Principal - ---------------------------------------- Michael D. Eisner Executive Officer) /s/ Sanford M. Litvack Vice Chairman of the Board November 23, 1999 - ---------------------------------------- Sanford M. Litvack /s/ Thomas O. Staggs Executive Vice President and Chief November 23, 1999 - ---------------------------------------- Financial Officer (Principal Financial Thomas O. Staggs and Accounting Officer)
/s/ Reveta F. Bowers Director November 23, 1999 - ---------------------------------------- Reveta F. Bowers /s/ Judith Estrin Director November 23, 1999 - ---------------------------------------- Judith Estrin /s/ Stanley P. Gold Director November 23, 1999 - ---------------------------------------- Stanley P. Gold /s/ Ignacio E. Lozano, Jr. Director November 23, 1999 - ---------------------------------------- Ignacio E. Lozano, Jr. /s/ George J. Mitchell Director November 23, 1999 - ---------------------------------------- George J. Mitchell /s/ Thomas S. Murphy Director November 23, 1999 - ---------------------------------------- Thomas S. Murphy /s/ Leo J. O'Donovan, S.J Director November 23, 1999 - ---------------------------------------- Leo J. O'Donovan, S.J /s/ Sidney Poitier Director November 23, 1999 - ---------------------------------------- Sidney Poitier /s/ Robert A. M. Stern Director November 23, 1999 - ---------------------------------------- Robert A. M. Stern /s/ Andrea Van De Kamp Director November 23, 1999 - ---------------------------------------- Andrea Van De Kamp /s/ Raymond L. Watson Director November 23, 1999 - ---------------------------------------- Raymond L. Watson /s/ Gary L. Wilson Director November 23, 1999 - ---------------------------------------- Gary L. Wilson
INDEX TO EXHIBITS Number 4.1 Amended and Restated Certificate of Incorporation of Disney (incorporated by reference to Annex C of the Joint Proxy Statement/Prospectus included in Disney's Registration Statement on Form S-4 (No. 333-88105) filed with the Commission on September 30, 1998). 4.2 Bylaws of Disney (incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-3 (No. 33-52659) filed with the Commission on August 3, 1998). 4.3 The Walt Disney Company Amended and Restated 1995 Stock Incentive Plan (incorporated by reference to Annex E of the Joint Proxy Statement/Prospectus included in Disney's Registration Statement on Form S-4 (No. 333-88105) filed with the Commission on September 30, 1998). 5.1 Opinion of David K. Thompson, Esq. as to legality of the securities.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of David K. Thompson. Esq. (included in opinion filed as Exhibit 5.1). 24 Power of Attorney (included on the signature page). ___________________ * Filed herewith. EX-5.1 2 OPINION OF DAVID K THOMPSON, ESQ EXHIBIT 5.1 [THE WALT DISNEY COMPANY LETTERHEAD] November 23,1999 Board of Directors The Walt Disney Company 500 South Buena Vista Street Burbank, CA 91521 Re: The Walt Disney Company Registration Statement on Form S-8 Ladies and Gentlemen: As Senior Vice President--Assistant General Counsel of The Walt Disney Company, a Delaware corporation (the "Company"), I have participated in the preparation and filing by the Company of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended (the "Act"), of shares of the Company's go.com Common Stock, par value $0.01 per share (the "Shares") issuable pursuant to the terms of the Company's Amended and Restated Stock Incentive Plan (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act. In connection with this opinion, and in my capacity as an attorney admitted to practice in the State of California, I have examined the Registration Statement, the Company's amended and restated certificate of incorporation as in effect on the date hereof, the Company's bylaws as in effect on the date hereof and certain corporate proceedings of the Company as reflected in the minutes of meetings of the Board of Directors of the Company. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to the originals or certified copies of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact as have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares to be issued by the Company as contemplated by the Registration Statement upon the exercise of stock options issued under the Plan have been duly authorized and, when issued against payment of the exercise price therefor as applicable, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ David K. Thompson David K. Thompson, Esq. Senior Vice President--Assistant General Counsel EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of The Walt Disney Company of our report dated November 19, 1998 relating to the financial statements appearing in The Walt Disney Company's Annual Report on Form 10-K, as amended, for the year ended September 30, 1998. PricewaterhouseCoopers LLP Los Angeles, California November 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----