Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TIME WARNER INC.
(Exact name of registrant as specified in charter)
Delaware 13-4099534
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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ONE TIME WARNER CENTER, NEW YORK, NEW YORK 10019
(Address of principal executive offices)
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AOL Time Warner Inc. 1994 Stock Option Plan
(Full Title of the Plan)
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PAUL T. CAPPUCCIO
Executive Vice President and General Counsel
Time Warner Inc.
One Time Warner Center
New York, New York 10019
(212) 484-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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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,
$.01 par value per share 246,200,329 $31.163926 $7,672,568,834 $903,061.35
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(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of shares which may be issued upon exercise
of options that have been granted pursuant to the option plan listed above
(the "1994 Plan"). The maximum number of shares which may be sold upon
exercise of options under the 1994 Plan is subject to adjustment in
accordance with certain anti-dilution and other provisions of such 1994
Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement covers, in
addition to the number of shares stated above, an indeterminate number of
shares which may be issued pursuant to the 1994 Plan after the operation of
any such anti-dilution and other provisions.
(2) Estimated solely for purposes of determining the registration fee pursuant
to the provisions of Rules 457(h) under the Securities Act based on the
price at which outstanding options to purchase shares of the Registrant's
Common Stock registered hereby may be exercised.
EXPLANATORY NOTE
Time Warner Inc. (the "Registrant") hereby files this Registration Statement on
Form S-8 relating to its Common Stock, par value $.01 per share, which may be
sold upon the exercise of options granted under the AOL Time Warner Inc. 1994
Stock Option Plan (the "1994 Plan"). The contents of the Registration Statement
on Form S-8 (Registration Statement No. 333-53568) as filed with the Securities
and Exchange Commission on January 11, 2001, as it relates to the 1994 Plan, is
hereby incorporated by reference to the extent not replaced hereby.
This Registration Statement relates to 246,200,329 shares of Common Stock
issuable pursuant to the terms of the 1994 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1). Such documents are not being
filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
by the Registrant (File No. 1-15062) pursuant to the Securities Exchange Act of
1934 (the "Exchange Act") or as otherwise indicated, are hereby incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004 (filing date March 11, 2005).
(b) The Registrant's Current Report on Form 8-K dated January 21,
2005 (filing date January 27, 2005).
(c) Current Report on Form 8-K dated January 11, 2001 (filing date
January 12, 2001) in which it is reported that the Common Stock
of the Registrant is deemed registered pursuant to Rule 12g-3(c)
under the Exchange Act.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on
Form 8-K furnishing information pursuant to Items 2.02 and 7.01, including any
exhibits included with such information) 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 herein by reference and shall be deemed a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein and to be a part hereof 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 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware
("Delaware Corporation Law") provides, in general, 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,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of the corporation, because the person is or was a director
or officer of the corporation. Such indemnity may be against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action, suit or
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
Section 145(b) of the Delaware Corporation Law provides, in general, 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 or suit by or in the right of the corporation to procure a judgment in
its favor because the person is or was a director or officer of the corporation,
against any expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person 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 or suit was brought shall determine
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
be indemnified for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against the person in any such capacity, or arising out of
the person's status as such, whether or not the corporation would have the power
to indemnify the person against such liability under the provisions of the law.
Article VI of the Registrant's By-laws requires indemnification to the
fullest extent permitted under Delaware law of any person who is or was a
director or officer of the Registrant who is or was involved or threatened to be
made so involved in any proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was serving as a
director, officer, employee or agent of the Registrant or was serving at the
request of the Registrant as a director, officer, employee or agent of any other
enterprise.
The foregoing statements are subject to the detailed provisions of Section
145 of the Delaware Corporation Law and Article VI of the By-laws of the
Registrant.
The Registrant's Directors' and Officers' Liability and Reimbursement
Insurance Policy is designed to reimburse the Registrant for any payments made
by it pursuant to the foregoing indemnification.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the accompanying Exhibit Index are filed
or incorporated by reference as part of this Registration Statement.
Item 9. Undertakings.
(a) The Registrant 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. 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 and
of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth 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 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 this Registration Statement is on Form S-3,
Form S-8 or Form F-3, and 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 Registrant 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.
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(b) The Registrant hereby undertakes 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 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.
(h) 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 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 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 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, 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 New York, State of New York, on March 11, 2005.
TIME WARNER INC.
By:/s/ Wayne H. Pace
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Name: Wayne H. Pace
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on March 11, 2005 in the
capacities indicated.
Signature Title
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(i) Principal Executive Officer Director and Chairman of the
Board and Chief Executive Officer
*
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Richard D. Parsons
(ii) Principal Financial Officer Executive Vice President and
Chief Financial Officer
/s/ Wayne H. Pace
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Wayne H. Pace
(iii) Principal Accounting Officer Senior Vice President and
Controller
/s/ James W. Barge
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James W. Barge
(iv) Directors:
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James L. Barksdale
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Stephen F. Bollenbach
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Stephen M. Case
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(iv) Directors - continued:
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Frank J. Caufield
*
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Robert C. Clark
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Miles R. Gilburne
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Carla A. Hills
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Reuben Mark
*
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Michael A. Miles
*
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Kenneth J. Novack
*
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R.E. Turner
*
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Francis T. Vincent Jr.
By: /s/ Wayne H. Pace
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Name: Wayne H. Pace
Attorney-In-Fact
* Pursuant to Powers of Attorney dated
as of February 24, 2005.
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant *
as filed with the Secretary of State of the State of
Delaware on January 11, 2001(incorporated herein by
reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K dated January 11, 2001
(the "January 2001 Form 8-K")).
4.2 Certificate of the Voting Powers, Designations, *
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications,
Limitations or Restrictions Thereof, of Series
LMC Common Stock of the Registrant as filed with
the Secretary of State of the State of Delaware on
January 11, 2001 (incorporated herein by reference
to Exhibit 3.2 to the Registrant's January 2001 Form 8-K).
4.3 Certificate of the Voting Powers, Designations, *
Preferences and Relative, Participating, Optional
or Other Special Rights, and Qualifications,
Limitations, or Restrictions Thereof, of Series
LMCN-V Common Stock of the Registrant as filed with
the Secretary of State of the State of Delaware on
January 11, 2001 (incorporated herein by reference
to Exhibit 3.3 to the Registrant's January 2001 Form 8-K).
4.4 Certificate of Voting Powers, Designations, *
Preferences and Relative, Participating Optional
or Other Special Rights and Qualifications,
Limitations, or Restrictions Thereof, of Series
A Mandatorily Convertible Preferred Stock of the
Registrant as filed with the Secretary of State of
Delaware on March 31, 2003 (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated March 28, 2003).
4.5 Certificate of Ownership and Merger merging a *
wholly owned subsidiary into the Registrant pursuant
to Section 253 of the General Corporation Law of
the State of Delaware as filed with the Secretary
of State of the State of Delaware and as became
effective on October 16, 2003 (incorporated herein
by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K dated October 16, 2003)
4.6 By-laws of the Registrant as of January 22, 2004 *
(incorporated herein by reference to Exhibit 3.2
to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003).
5 Opinion of Brenda C. Karickhoff, Senior Vice
President and Deputy General Counsel of the Registrant.
23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting
Firm.
23.2 Consent of Brenda C. Karickhoff, Senior Vice *
President and Deputy General Counsel of the
Registrant (included in Opinion filed as Exhibit 5).
24.1 Powers of Attorney.
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* Incorporated by reference
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