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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 10, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-1288730
(State or jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
9197 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
(720) 875-5400
(Address and telephone number of principal executive offices)
LIBERTY MEDIA CORPORATION 2000 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE AUGUST 10, 2001)
(Full title of plan)
Copy to:
CHARLES Y. TANABE, ESQ. ROBERT W. MURRAY JR., ESQ.
LIBERTY MEDIA CORPORATION BAKER BOTTS L.L.P.
9197 SOUTH PEORIA STREET 599 LEXINGTON AVENUE
ENGLEWOOD, COLORADO 80112 NEW YORK, NEW YORK 10022
(720) 875-5400 (212) 705-5000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OFFERING PRICE PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT (2) PRICE REGISTRATION FEE(1)
---------------- ---------- -------- ----- -------------------
SERIES A COMMON STOCK, $ .01 PAR VALUE 89,898,257 shares $15.65 $1,406,900,000
$376,400(3)
SERIES B COMMON STOCK, $.01 PAR VALUE 5,824,000 shares $16.95 $98,700,000
(1) Estimated solely for purposes of calculating the amount of registration fee
in accordance with Rule 457(h) under the Securities Act of 1933 based upon
the number of outstanding stock options to purchase shares of AT&T Corp.'s
Class A Liberty Media Group common stock, par value $1.00 per share, ad
Class B Liberty Media Group common stock, par value $1.00 per share,
exercisable at December 31, 2000.
(2) Based upon the average of the high and low prices reported for AT&T's Class
A Liberty Media Group common stock and Class B Liberty Media common stock,
respectively, on the New York Stock Exchange on February 16, 2001.
(3) Fee was previously paid on February 21, 2001 with Registration No.
333-55998.
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INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Part I of this Form and the statement of availability of
registrant information and other information required by Item 2 of Part I of
this Form will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act"). In
accordance with Rule 428(a) under the Securities Act and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. Liberty Media Corporation ("Liberty" or the "Company")
will maintain a file of such documents in accordance with the provisions of Rule
428(a)(2) under the Securities Act. Upon request, the Company will furnish to
the Commission or its staff a copy or copies of all the documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference.
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, as amended by Form 10-K/A filed June 12,
2001.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, as amended by Form 10-Q/A filed June 20,
2001.
(c) The Company's Current Reports on Form 8-K filed March 7
and June 26, 2001.
(d) The description of the Company's Series A common stock and
Series B common stock contained in the Company's Registration Statement
on Form S-1 (Registration Statement Number 333-55998) (the "S-1") and
any amendment or report filed for the purpose of updating such
description.
(e) The consolidated financial statements and related
financial statement schedule of Teligent, Inc., as of December 31, 2000
and 1999 and for each of the years in the three year period ended
December 31, 2000, which appear in the Annual Report on Form 10-K/A for
the year ended December 31, 2000 of Teligent, Inc., filed on July 5,
2001. On May 21, 2001, Teligent, Inc. and all of its direct and
indirect domestic subsidiaries filed voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.
On May 7, 2001, certain subsidiaries and assets of AT&T Corp. which had
previously been attributed to AT&T's Liberty Media Group but which had not been
previously held by the
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Company were contributed to the Company in anticipation of its split off from
AT&T. Those subsidiaries and assets, which constitute only a portion of our
overall assets, are being accounted for in a manner similar to a pooling of
interests and, therefore, the financial statements of the Company for periods
prior to the contributions have been restated to include the financial position
and results of operations of the contributed assets from the dates of their
acquisition by AT&T. Accordingly, the following information is incorporated by
reference from the S-1: (1) the information under the captions titled
"Capitalization," "Selected Financial Information" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and (2) the
following financial statements and notes thereto of the Company and
subsidiaries, which have been restated to give effect to the aforementioned
contribution: (x) the balance sheets of the Company as of March 31, 2001 and
December 31, 2000, and the related consolidated statements of operations and
comprehensive earnings, stockholder's equity, and cash flows for the three
months ended March 31, 2001 and 2000; and (y) the balance sheets of the Company
as of December 31, 2000 and 1999 and the related consolidated statements of
operations and comprehensive earnings, stockholder's equity, and cash flows for
the year ended December 31, 2000, and the period from March 1, 1999 to December
31, 1999 (Successor periods) and from January 1, 1999 to February 28, 1999 and
for the year ended December 31, 1998 (Predecessor periods).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement 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
in this registration statement and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this registration statement is in effect prior to the
filing with the Commission of the Company's Annual Report on Form 10-K covering
such year shall not be Incorporated Documents or be incorporated by reference in
this Registration Statement or be a part hereof from and after the filing of
such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides,
generally, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (except actions by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the
corporation, provided such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the DGCL provides, generally, that the certificate
of incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
may not eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL, or
(iv) for any transaction from which the director derived an improper personal
benefit. No such provision may eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision became
effective.
Article V, Section E of the Restated Certificate of Incorporation, as
amended ("Liberty charter"), of Liberty, provides as follows:
1. Limitation On Liability. To the fullest extent permitted by the DGCL
as the same exists or may hereafter be amended, a director of Liberty shall not
be liable to Liberty or any of its stockholders for monetary damages for breach
of fiduciary duty as a director. Any repeal or modification of this paragraph 1
shall be prospective only and shall not adversely affect any limitation, right
or protection of a director of Liberty existing at the time of such repeal or
modification.
2. Indemnification.
(a) Right to Indemnification. Liberty shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is
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otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative,
is or was a director or officer of Liberty or is or was serving at the
request of Liberty as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or
nonprofit entity, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such person. Such right of
indemnification shall inure whether or not the claim asserted is based
upon matters which antedate the adoption of this Section E. Liberty
shall be required to indemnify or make advances to a person in
connection with a proceeding (or part thereof) initiated by such person
only if the proceeding (or part thereof) was authorized by the board of
directors of Liberty.
(b) Prepayment of Expenses. Liberty shall pay the expenses
(including attorneys' fees) incurred by a director or officer in
defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses incurred by a director or officer
in advance of the final disposition of the proceeding shall be made
only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the
director or officer is not entitled to be indemnified under this
paragraph or otherwise.
(c) Claims. If a claim for indemnification or payment of
expenses under this paragraph is not paid in full within 60 days after
a written claim therefor has been received by Liberty, the claimant may
file suit to recover the unpaid amount of such claim and, if successful
in whole or in part, shall be entitled to be paid the expense of
prosecuting such claim. In any such action, Liberty shall have the
burden of proving that the claimant was not entitled to the requested
indemnification or payment of expenses under applicable law.
(d) Non-Exclusivity of Rights. The rights conferred on any
person by this paragraph shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute,
provision of the Liberty charter, Liberty's bylaws, agreement, vote of
stockholders or resolution of disinterested directors or otherwise.
(e) Other Indemnification. Liberty's obligation, if any, to
indemnify any person who was or is serving at its request as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall
be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust,
enterprise or nonprofit entity.
3. Amendment or Repeal. Any amendment, modification or repeal of the
foregoing provisions of this Section E shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such amendment, modification or repeal.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable
ITEM 8. EXHIBITS.
See Exhibit Index on page II-10.
ITEM 9. UNDERTAKINGS.
(a) 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 of 1933, as amended;
(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 the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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.
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(b) The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, as amended,
each filing of the issuer's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (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, as
amended), 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 the time
shall be deemed to be the initial bona fide offering hereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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 Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, 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 of 1933, as
amended, and will be governed by the final adjudication of such issue.
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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 Englewood, State of Colorado, on August 10,
2001.
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
--------------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President, General Counsel
and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles Y. Tanabe and Robert W. Murray
Jr., and each of them, his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including pre-effective and 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 attorneys-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
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ John C. Malone Chairman of the Board and Director August 10, 2001
--------------------------------
John C. Malone
/s/ Robert R. Bennett President, Chief Executive Officer August 10, 2001
-------------------------------- (Principal Executive Officer) and
Robert R. Bennett Director
/s/ Gary S. Howard Executive Vice President, Chief August 10, 2001
-------------------------------- Operating Officer and Director
Gary S. Howard
/s/ David J.A. Flowers Senior Vice President and Treasurer August 10, 2001
-------------------------------- (Principal Financial Officer)
David J. A. Flowers
/s/ Christopher W. Shean Vice President and Controller August 10, 2001
-------------------------------- (Principal Accounting Officer)
Christopher W. Shean
/s/ Paul A. Gould Director August 10, 2001
--------------------------------
Paul A. Gould
/s/ Jerome H. Kern Director August 10, 2001
--------------------------------
Jerome H. Kern
/s/ Larry E. Romrell Director August 10, 2001
--------------------------------
Larry E. Romrell
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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5 Opinion of Baker Botts L.L.P. as to the legality of the
securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24 Power of Attorney (included on pages II-9).
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