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As filed with the Securities and Exchange Commission on May 8, 2001.
Registration No. ___________________
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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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PAXSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-3212788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
601 CLEARWATER PARK ROAD, WEST PALM BEACH, FLORIDA 33401
(Address of Principal Executive Office) (Zip Code)
PAXSON COMMUNICATIONS CORPORATION
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
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ANTHONY L. MORRISON, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY
PAXSON COMMUNICATIONS CORPORATION
601 CLEARWATER PARK ROAD
WEST PALM BEACH, FLORIDA 33401
(Name and address of agent for service)
(561) 659-4122
(Telephone number, including area code, of agent for service)
Copies of all communications to:
DAVID L. PERRY, JR.
HOLLAND & KNIGHT LLP
625 NORTH FLAGLER DRIVE, SUITE 700
WEST PALM BEACH, FLORIDA 33401
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER UNIT* OFFERING PRICE* FEE
--------------------------------- ----------------------- ---------------- --------------------- -----------------
Class A Common Stock, 2,603,292 shares $12.59 $32,788,462.74 $8,197.11
par value
$.001 per share
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(1) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions in
the Plan or the agreement pursuant to which such shares are issued.
* Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933, the fee is
calculated upon the basis of the average between the high and low sales
prices for shares of Class A Common Stock of the registrant as reported on
the American Stock Exchange on May 3, 2001.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
EXPLANATORY NOTE.
This registration statement is being filed, in accordance with General
Instruction E to Form S-8, to register an additional 2,603,292 shares of Class A
Common Stock, par value $.001 per share, for issuance under the Paxson
Communications Corporation 1998 Stock Incentive Plan, as amended. The contents
of the Registrant's Registration Statement of Form S-8, No. 333-72623, are
incorporated by reference in this registration statement.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Registrant,
Paxson Communications Corporation, a Delaware corporation, are incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000;
(b) The description of the Registrant's Class A Common Stock
contained in its Registration Statement on Form 8-A filed with
the Commission on June 30, 1995, file number 1-13452; and
(c) All documents subsequently filed by the Registrant 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 in this Registration
Statement and to be part hereof from the date of filing of
such documents.
ITEM 8. EXHIBITS.
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature page)
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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 West Palm Beach, State of Florida, on May 8, 2001.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Jeffrey Sagansky
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Jeffrey Sagansky
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of PAXSON COMMUNICATIONS
CORPORATION (the "Company"), a Delaware corporation, for himself and not for one
another, does hereby constitute and appoint ANTHONY L. MORRISON and ADAM K.
WEINSTEIN, and each and either of them and his substitutes, a true and lawful
attorney in his name, place and stead, in any and all capacities, to sign his
name to any and all amendments to this registration statement, including
post-effective amendments, and to cause the same to be filed with the Securities
and Exchange Commission, granting unto said attorneys and each of them full
power of substitution and full power and authority to do and perform any act and
thing necessary and proper to be done in the premises, as fully to all intents
and purposes as the undersigned could do if personally present, and each of the
undersigned for himself hereby ratifies and confirms all that said attorneys or
any one of them shall 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 DATES INDICATED.
SIGNATURES TITLE DATE
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/s/ Jeffrey Sagansky Chief Executive Officer, May 8, 2001
-------------------------------- President and Director
Jeffrey Sagansky (Principal Executive Officer)
/s/ Thomas E. Severson, Jr. Senior Vice President, Chief Financial May 8, 2001
-------------------------------- Officer (Principal Financial Officer)
Thomas E. Severson, Jr.
/s/ Ronald L. Rubin Vice President, Chief Accounting Officer, May 8, 2001
-------------------------------- and Corporate Controller
Ronald L. Rubin (Principal Accounting Officer)
/s/ Lowell W. Paxon Chairman of the Board, Director May 8, 2001
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Lowell W. Paxson
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SIGNATURES TITLE DATE
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Vice Chairman, Director May ___ , 2001
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William E. Simon, Jr.
/s/ Bruce L. Burnham Director May 8, 2001
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Bruce L. Burnham
/s/ James L. Greenwald Director May 8, 2001
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James L. Greenwald
/s/ John E. Oxendine Director May 8, 2001
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John E. Oxendine
/s/ R. Brandon Burgess Director May 8, 2001
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R. Brandon Burgess
----------------------------------- Director May ___ , 2001
Keith G. Turner
Director May ___ , 2001
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R. Edward Wilson
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INDEX TO EXHIBITS
5.1 Opinion of Holland & Knight LLP
23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on signature page)
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