-----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, R9anUz/lmO+XwkvFoX2q9cWMO2qTD/lcfJAtwHIhMxrXK3bhSCUza0RXraY22MtH A78tmXne/V4qSLUYZ0HWjA== 0000940180-99-001472.txt : 19991125 0000940180-99-001472.hdr.sgml : 19991125 ACCESSION NUMBER: 0000940180-99-001472 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 10 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 POS SEC ACT: SEC FILE NUMBER: 333-88105 FILM NUMBER: 99763412 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 POS 1 FORM S-8 POS As filed with the Securities and Exchange Commission on November 23, 1999 Registration No. 333-88105 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ Post-Effective Amendment No. 1 on FORM S-8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933* ___________________________ THE WALT DISNEY COMPANY (Exact name of registrant as specified in its charter) 500 South Buena Vista Street Burbank, California 91521-9722 DELAWARE (Address of Principal Executive Offices) 95-4545390 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization)
Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan Starwave Corporation 1997 Nonqualified Stock Option Plan Amended and Restated Quando, Inc. 1994 Stock Option Plan Amended and Restated Webchat Communications, Inc. 1996 Stock Option 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 registered(1) Proposed maximum Proposed maximum Amount of registered offering price per share aggregate offering registration fee (2) price - ---------------------------------------------------------------------------------------------------------------------------------- go.com Common Stock, par value $0.01 12,537,872 shares N/A N/A N/A per share - ----------------------------------------------------------------------------------------------------------------------------------
* Filed as a Post-Effective Amendment on Form S-8 to such Registration Statement pursuant to the procedure described herein. See "Introductory Statement." (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 plans (the "Plans") listed above. (2) Not applicable. All filing fees payable in connection with the registration of these securities were paid in connection with the filing with the Securities and Exchange Commission (the "Commission") of (a) the preliminary proxy materials on Schedule 14A of The Walt Disney Company ("Disney") on August 20, 1999 and (b) the Registration Statement on Form S-4 of Disney (File No. 333- 88105) on September 30, 1999 (the "S-4"). INTRODUCTORY STATEMENT Disney hereby amends the S-4 by filing this Post-Effective Amendment No. 1 on Form S-8 relating to 12,537,872 shares of go.com Common Stock, $0.01 par value, of Disney (the "go.com Common Stock") issuable by Disney upon the exercise of options with respect to go.com Common Stock under the Plans. All such shares of go.com Common Stock were originally registered pursuant to the S-4. On November 17, 1999, pursuant to an Agreement and Plan of Reorganization dated July 10, 1999 (the "Reorganization Agreement"), Infoseek Corporation ("Infoseek") became a wholly owned subsidiary of Disney (the "Merger"). As provided in the Reorganization Agreement, each outstanding share of common stock, $.001 par value, of Infoseek ("Infoseek Common Stock"), was converted into the right to receive 1.15 shares of go.com Common Stock. Pursuant to the Reorganization Agreement, Disney and Infoseek have taken such actions as are necessary such that Infoseek Common Stock is no longer issuable under the Plans. Instead, Disney's go.com Common Stock will be issuable under the Plans in such amounts and at such prices as adjusted pursuant to the Plans and the Reorganization Agreement. This Post Effective Amendment on Form S-8 relates only to 12,537,872 shares of Disney's go.com Common Stock registered on the S-4, which were not issued in connection with the Merger and that are issuable in connection with the Plans. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by Disney with 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 Previously filed. See Item 20 of the S-4. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Index to Exhibits. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: 3 (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. 4 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 K. Thompson ------------------------ David K. Thompson Senior Vice President--Assistant General Counsel 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.
SIGNATURE TITLE DATE * Chairman and Chief Executive Officer - --------------------------------------- Michael D. Eisner (Principal Executive Officer) November 23, 1999 /s/ Thomas O. Staggs Executive Vice President and - --------------------------------------- Thomas O. Staggs Chief Financial Officer (Principal November 23, 1999 Financial and Accounting Officer)
DIRECTORS - --------- Roy E. Disney* Sanford M. Litvack* Reveta F. Bowers* Judith Estrin* Stanley P. Gold* Ignacio E. Lozano, Jr.* George J. Mitchell* Thomas S. Murphy* Richard A. Nunis* Leo J. O'Donovan, S.J.* Sidney Poitier* Irwin E. Russell* Robert A. M. Stern* Andrea Van De Kamp* E. Cardon Walker* Raymond L. Watson* Gary L. Wilson* *By: /s/ Thomas O. Staggs --------------------- Thomas O. Staggs (Attorney-In-Fact) November 23, 1999 5 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 the S-4). 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 Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan (incorporated by reference to Infoseek's Form S-8 (File No. 333-67517) declared effective November 18, 1998). 4.4 Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan (incoporated by reference to Infoseek's Annual Report on Form 10-K405 for the fiscal year ended October 3, 1998). 4.5 Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan (incorporated by reference to Infoseek's Form S-8 (File No. 333-67507) declared effective November 18, 1998). 4.6 Starwave Corporation 1997 Nonqualified Stock Option Plan (incorporated by reference to Infoseek's Form S-8 (File No. 333-67507) declared effective November 18, 1998). 4.7 Amended and Restated Quando, Inc. 1994 Stock Option Plan (incorporated by reference to Infoseek's Form S-8 (File No. 333-70939) declared effective January 21, 1999). 4.8 Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan (incorporated by reference to Infoseek's Form S-8 (File No. 333-67519) declared effective November 18, 1998). 5.1 Opinion of David K. Thompson, Esq. as to legality of the securities.* 23.1 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of The Walt Disney Company).* 23.2 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of The Disney Group).* 23.3 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of Disney's existing Internet business).* 23.4 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of ABC News/Starwave Partners).* 23.5 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of ESPN/Starwave Partners).* 23.6 Consent of PricewaterhouseCoopers LLP (relating to the financial statements of Starwave Corporation).* 23.7 Consent of Ernst & Young LLP.* 23.8 Consent of KPMG LLP.* 23.9 Consent of David K. Thompson, Esq. (included in opinion filed as Exhibit 5.1). 24.1 Power of Attorney (included on the signature page of the S-4). _______________ * Filed herewith. 6 EX-5.1 2 OPINION OF DAVID K. THOMPSON EXHIBIT 5.1 [THE WALT DISNEY COMPANY LETTERHEAD] November 19, 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 Post-Effective Amendment on Form S-8 to the Company's Registration Statement No. 333-88105 on Form S-4 (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"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act. As set forth in the Registration Statement, the Shares may be issued by the Company upon the exercise, in accordance with their terms and the terms of the following plans, of stock options assumed by the Company pursuant to the Agreement and Plan of Reorganization, dated as of July 10, 1999 (the "Reorganization Agreement"), by and among Infoseek Corporation, Bingo Acquisition Corp. and the Company: . Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan . Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan . Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan . Starwave Corporation 1997 Nonqualified Stock Option Plan . Amended and Restated Quando, Inc. 1994 Stock Option Plan . Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan 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 plans listed above 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/WALT DISNEY COMPANY EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 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 EX-23.2 4 CONSENT/DISNEY GROUP EXHIBIT 23.2 Consent of Independent Accountants We hereby consent to the use in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of The Walt Disney Company of our report dated August 18, 1999 relating to the financial statements of The Disney Group, which appear in the Form S-4. PricewaterhouseCoopers LLP Los Angeles, California November 18, 1999 EX-23.3 5 CONSENT/DISNEY INTERNET BUSINESSES EXHIBIT 23.3 Consent of Independent Accountants We hereby consent to the use in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of The Walt Disney Company of our report dated July 7, 1999 relating to the financial statements of Disney's existing Internet business, which appear in the Form S-4. PricewaterhouseCoopers LLP Los Angeles, California November 18, 1999 EX-23.4 6 CONSENT/ABC NEWS/STARWAVE PARTNERS EXHIBIT 23.4 Consent of Independent Accountants We hereby consent to the use in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of The Walt Disney Company of our report dated November 18, 1998 relating to the financial statements of ABC News/Starwave Partners, which appear in the Form S-4. PricewaterhouseCoopers LLP Seattle, Washington November 18, 1999 EX-23.5 7 CONSENT/ESPN EXHIBIT 23.5 Consent of Independent Accountants We hereby consent to the use in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of The Walt Disney Company of our report dated November 18, 1998 relating to the financial statements of ESPN/Starwave Partners, which appear in the Form S-4. PricewaterhouseCoopers LLP Seattle, Washington November 18, 1999 EX-23.6 8 CONSENT/STARWAVE CORPORATION EXHIBIT 23.6 Consent of Independent Accountants We hereby consent to the use in this Registration Statement Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of The Walt Disney Company of our report dated November 18, 1998 relating to the financial statements of Starwave Corporation, which appear in the Form S-4. PricewaterhouseCoopers LLP Seattle, Washington November 18, 1999 EX-23.7 9 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.7 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Post-Effective Amendment No. 1 to the Registration Statement (on Form S-8 to Form S-4) of the Walt Disney Company pertaining to the Infoseek Corporation Amended and Restated 1996 Stock Option/Stock Issuance Plan, the Infoseek Corporation 1998 Employee and Acquisition Nonqualified Stock Option Plan, the Starwave Corporation Revised 1992 Combined Incentive and Nonqualified Stock Option Plan, the Starwave Corporation 1997 Nonqualified Stock Option Plan, the Amended and Restated Quando, Inc. 1994 Stock Option Plan, and the Amended and Restated Webchat Communications, Inc. 1996 Stock Option Plan of our reports dated January 20, 1999 with respect to the consolidated financial statements and schedule of Infoseek Corporation included in its Annual Report (Form 10-K) for the year ended October 3, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California November 22, 1999 EX-23.8 10 CONSENT OF KPMG LLP EXHIBIT 23.8 Consent of Independent Auditors The Board of Directors Starwave Corporation: We consent to the use of our report dated February 7, 1997 included in the joint proxy statement/prospectus on Form S-4 (No. 333-88105) of The Walt Disney Company relating to the balance sheet of Starwave Corporation as of December 31, 1996, and the related statements of operations, shareholders' deficit, and cash flows for the year then ended and to the reference to our firm under the heading "Experts" in the joint proxy statement/prospectus. /s/ KPMG LLP Seattle, Washington November 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----