As filed with the Securities and Exchange Commission on May 13, 2002
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METRO-GOLDWYN-MAYER INC.
(Exact name of registrant specified in its charter)
Delaware 95-4605850
--------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 Broadway Street
Santa Monica, CA 90404
(Address of Principal Executive Offices,
including zip code)
Amended and Restated 1996 Stock Incentive Plan
(Full title of the plan)
William A. Jones
Senior Executive Vice President and Secretary
METRO-GOLDWYN-MAYER INC.
2500 Broadway Street
Santa Monica, CA 90404
(310) 449-3000
(Name, address and telephone number, including area code of agent for service)
Copies to:
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
Attn: Greg Suess
2121 Avenue of the Stars
18th Floor
Los Angeles, CA 90067
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price(2)
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Common Stock, par 6,000,000 shares $16.48 $98,880,000 $9,097
value $0.01
====================================================================================================================
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee. This
estimate has been calculated in accordance with Rule 457(c) under the
Securities Act of 1933 and is based on the average of the high and low
price per share as reported on the New York Stock Exchange Composite Tape
on May 8, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission are hereby incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
(b) The Company's Form 10/K-A for the fiscal year ended December 31,
2001;
(c) The Company's Proxy Statement, dated April 4, 2002;
(d) The Company's Forms 8-K, dated February 15, 2002, February 26, 2002,
March 13, 2002 and March 14, 2002;
(e) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the annual report referred to in (a) above; and
(f) The description of the Company's Common Stock which is set forth
under the caption "Description of Capital Stock" in the Company's Registration
Statement on Form 8-A (File No. 1-13481), as filed with the Commission on
October 14, 1997, together with any amendment or report filed with the
Commission for the purpose of updating such description.
All other documents subsequently filed by the Company pursuant to
Sections 13(a) and (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 in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As permitted by applicable provisions of the Delaware General Corporation
Law (the "DGCL"), the Company's Certificate of Incorporation contains a
provision eliminating, to the fullest extent permitted by the DGCL as it exists
or may in the future be amended, the liability of a director to the Company and
its stockholders for monetary damages for breaches of fiduciary duty as a
director. However, in accordance with the DGCL, such provision does not limit
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) acts or omissions not in
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good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payment of dividends, stock purchases or redemptions that violate the
DGCL or (iv) any transaction from which the director derived an improper
personal benefit. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Certificate of Incorporation and Bylaws of the Company also provide
that, to the fullest extent permitted by the DGCL as it exists or may in the
future be amended, the Company will indemnify each of the officers and directors
of the Company (or their estates, if applicable), and may indemnify any employee
or agent of the Company (or their estates, if applicable), who is or was a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, by reason of the fact that such person is or was an
officer, director, employee or agent of the Company or is or was serving at the
request of the Company as an officer, director, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The Company
will so indemnify such officer or director, and may so indemnify such employee
or agent (if indemnification is authorized by the Board of Directors), in the
case of such actions (whether or not by or in the right of the Company) 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 Company, and with respect to any
criminal action or proceeding other than by or in the right of the Company, had
no reasonable cause to believe such person's conduct was unlawful. With respect
to indemnification other than by or in the right of the Company, the termination
of any action, suit or proceeding by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, will not, of itself, create
a presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, that such
person had reasonable cause to believe that such person's conduct was unlawful.
No indemnification will be made in connection with actions by or in the right of
the Company in respect of any claim, issue or matter as to which such person has
been adjudged to be liable for negligence or misconduct in the performance of
such person's duty to the Company unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper. In addition, to the fullest extent permitted by the DGCL, expenses
(including attorneys' fees), judgments, fines incurred by and amount paid in
settlement may be advanced by the Company prior to the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on the behalf of
such director, officer, employee or agent to repay such amounts if it shall
ultimately be determined that he or she is not entitled to be indemnified as
authorized in accordance with the DGCL and the Company's Certificate of
Incorporation. The Company's Certificate of Incorporation and Bylaws also state
that such indemnification is not exclusive of any other rights of the
indemnified party, including rights under any indemnification agreements or
otherwise.
The Company currently maintains insurance on behalf of its officers and
directors against any liability which may be asserted against any such officer
or director in his or her capacity as such, subject to certain customary
exclusions. The amount of such insurance coverage is deemed by the Board of
Directors to be adequate to cover any such liability.
The Company has entered into indemnification agreements with its
directors, its executive officers and certain other officers providing for
indemnification by the Company, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. These agreements
constitute binding agreements between the Company and each of the other parties
thereto, thus preventing the Company from modifying its indemnification policy
in a way that is adverse to any
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person who is a party to such an agreement.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
(set forth as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
99.1 Metro-Goldwyn-Mayer Inc. Amended and Restated 1996 Stock Incentive Plan
and Form of Stock Option Agreement (incorporated by reference to Exhibit
10.7 to Metro-Goldwyn-Mayer's Annual Report on Form 10-K for the year
ended December 31, 2001).
99.2 Metro-Goldwyn-Mayer Inc. Amendment No. 1 to Amended and Restated 1996
Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to
Metro-Goldwyn-Mayer's Annual Report on Form 10-K for the year ended
December 31, 2001).
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;
(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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) of this Item do not apply if the information required to be included
in a post-effective amendment by those
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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
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) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report on Form 10-K 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 Exchange Act) 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.
. . .
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of Item 9 hereof, 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 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 Act 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 Santa Monica, State of California on May 6,
2002.
METRO-GOLDWYN-MAYER INC.
By: /s/ William A. Jones
---------------------------------
William A. Jones
Senior Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------------------- ----------- ----
/s/ Alex Yemenidjian Chairman of the Board May 6, 2002
-----------------------------
Alex Yemenidjian of Directors, Chief Executive
Officer and Director
/s/ Christopher J. McGurk Vice Chairman, Chief May 6, 2002
-----------------------------
Christopher J. McGurk Operating Officer and
Director
/s/ Daniel J. Taylor Senior Executive Vice President May 6, 2002
-----------------------------
Daniel J. Taylor and Chief Financial Officer
/s/ James Aljian Director May 6, 2002
-----------------------------
James Aljian
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/s/ Francis Ford Coppola Director May 6, 2002
-----------------------------
Francis Ford Coppola
/s/ Willie D. Davis Director May 6, 2002
-----------------------------
Willie D. Davis
/s/ Michael R. Gleason Director May 6, 2002
-----------------------------
Michael R. Gleason
/s/ Alexander M. Haig, Jr. Director May 6, 2002
-----------------------------
Alexander M. Haig, Jr.
/s/ Kirk Kerkorian Director May 6, 2002
-----------------------------
Kirk Kerkorian
/s/ Frank G. Mancuso Director May 6, 2002
-----------------------------
Frank G. Mancuso
/s/ Priscilla Presley Director May 6, 2002
-----------------------------
Priscilla Presley
/s/ Henry D. Winterstern Director May 6, 2002
-----------------------------
Henry D. Winterstern
/s/ Jerome B. York Director May 6, 2002
-----------------------------
Jerome B. York
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EXHIBIT INDEX
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Exhibit
Number Exhibit Description
------ -------------------
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP (set forth as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
99.1 Metro-Goldwyn-Mayer Inc. Amended and Restated 1996 Stock
Incentive Plan and Form of Stock Option Agreement
(incorporated by reference to Exhibit 10.7 to
Metro-Goldwyn-Mayer's Annual Report on Form 10-K for the year
ended December 31, 2001).
99.2 Metro-Goldwyn-Mayer Inc. Amendment No. 1 to Amended and
Restated 1996 Stock Incentive Plan (incorporated by reference
to Exhibit 10.8 to Metro-Goldwyn-Mayer's Annual Report on Form
10-K for the year ended December 31, 2001).
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