As filed with the Securities and Exchange Commission on July 22, 2005.
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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GRUPO TELEVISA, S.A.
(Exact name of Registrant as specified in its charter)
UNITED MEXICAN STATES NONE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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AV. VASCO DE QUIROGA, NO. 2000 DONALD J. PUGLISI
COLONIA SANTA FE PUGLISI & ASSOCIATES
01210 MEXICO, D.F. 850 LIBERTY STREET,
MEXICO SUITE 204
(52) (555) 261-2000 P.O. BOX 885
(Address and telephone number of NEWARK, DELAWARE 19715
Registrant's principal (302) 738-6680
executive offices) (Zip Code) (Name, address and telephone
number of agent for service)
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GRUPO TELEVISA, S.A. STOCK PURCHASE PLAN
(Full Title of the Plan)
-----------------
COPIES TO:
KENNETH ROSH, ESQ. JUAN SEBASTIAN MIJARES ORTEGA
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP GRUPO TELEVISA, S.A.
ONE NEW YORK PLAZA AVENIDA VASCO DE QUIROGA,
NEW YORK, NEW YORK 10004 NO. 2000
(212) 859-8000 01210 MEXICO, D.F.
MEXICO
(52) (555) 261-2000
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED(1) PER UNIT (2) PRICE (2) FEE
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Series A Shares, without par value (3)...... 2,761,659,825 $66.08 $77,987,385.14 $9,179.12
Series B Shares, without par value (3)...... 2,430,260,646 $66.08 $68,628,898.93 $8,077.62
Series D Shares, without par value (3)...... 3,866,323,755 $66.08 $109,182,339.20 $12,850.76
Series L Shares, without par value (3)...... 3,866,323,755 $66.08 $109,182,339.20 $12,850.76
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Total....................................... 12,924,567,981 $364,980,962.47 $42,958.26
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(1) This represents (i) the maximum aggregate projected amount of securities issuable under the Grupo Televisa, S.A.
Stock Purchase Plan through December 31, 2008 and (ii) such indeterminate amount of securities that may be issued
pursuant to the Grupo Televisa, S.A. Stock Purchase Plan in the event of a stock dividend, stock split,
recapitalization or other similar event.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the
Securities Act of 1933 (the "Securities Act"), based on the average of the high and low prices of the
Registrant's Global Depositary Shares ("GDSs") on the New York Stock Exchange on July 20, 2005. The proposed
maximum aggregate offering price was determined by (i) dividing the number of shares to be registered by the
number of shares per Ordinary Participation Certificate ("CPO"), or 117, (ii) dividing the result of the
calculation in clause (i) by the number of CPOs per GDS, or 20, then (iii) multiplying the result of the
calculation in clause (ii) by $66.08.
(3) CPOs, each representing financial interests in, and limited voting rights with respect to, 25 Series A Shares, 22
Series B Shares, 35 Series D Shares and 35 Series L Shares issuable upon deposit of the Series A Shares, Series
B Shares, Series D Shares and Series L Shares registered hereby have been registered under a separate
registration statement on Form F-6 (Registration No. 33-71810) and a separate registration statement on Form 8-A
(Registration No. 001-12610). GDSs evidenced by Global Depositary Receipts issuable upon deposit of such CPOs
have also been registered under the same registration statement on Form F-6. Each GDS represents twenty CPOs.
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TABLE OF CONTENTS
PAGE
ITEM 1. PLAN INFORMATION...................................................3
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION........3
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE............................3
ITEM 4. DESCRIPTION OF SECURITIES..........................................4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.............................4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS..........................4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED................................4
ITEM 8. EXHIBITS...........................................................4
ITEM 9. UNDERTAKINGS.......................................................5
PART I
INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The documents containing information specified by Part I of this
Registration Statement have been or will be delivered to participants in
the Grupo Televisa, S.A. Stock Purchase Plan (the "Plan") as specified in
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Act. These documents are not required to be
filed with the SEC but constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
In this Registration Statement, all references to "Televisa," "we,"
"us" and words of similar effect refer to Grupo Televisa, S.A., a sociedad
anonima, or limited liability stock corporation, organized under the laws
of Mexico, and its restricted and unrestricted consolidated subsidiaries,
unless the context otherwise requires.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with, or submitted to, the SEC by the
Registrant pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Registration
Statement:
(a) our annual report on Form 20-F for the fiscal year ended December
31, 2004, dated June 13, 2005 (SEC File No. 001-12610); and
(b) the descriptions of our GDSs, CPOs, Series A Shares, Series D
Shares and Series L Shares contained in our Registration
Statement on Form 8-A, dated November 23, 1993 (SEC File No.
001-12610), and any amendment or report filed for the purpose of
updating such descriptions; and
(c) the description of our Series B Shares contained in our
Registration Statement on Form 8-A, dated July 23, 2004 (SEC File
No. 001-12610), and any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant or the Plan, as the case
may be, 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 have been sold or which deregisters all securities then
remaining unsold, and any Form 6-K filed during such period or portions
thereof that are identified in such forms as being incorporated into this
Registration Statement, shall be deemed to be incorporated by the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement 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 in this Registration Statement or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference in this Registration Statement 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.
The Shareholders' Meeting of Televisa has expressly resolved that
Televisa will indemnify and hold harmless each of its directors against
liabilities incurred in connection with the distribution of the securities
registered under this Registration Statement. Televisa has also entered
into indemnification agreements with certain of its officers and directors.
These indemnification agreements require Televisa to indemnify and advance
expenses to any officer and/or director a party thereto to the fullest
extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
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4.1 -- English translation of Amended and Restated Bylaws
(Estatutos Sociales) of the Registrant, dated as
of April 16, 2004 (previously submitted to the
Securities and Exchange Commission as an Exhibit
to the Registrant's Annual Report on Form 20-F for
the year ended December 31, 2003 and incorporated
herein by reference).
5.1 -- Opinion of Mijares, Angoitia, Cortes y Fuentes,
S.C. as to the legality of the CPOs, the Series A
Shares, the Series L Shares, Series D Shares and
the Series B Shares underlying such CPOs.
23.1 -- Consents of PriceWaterhouseCoopers.
23.2 -- Consent of Mijares, Angoitia, Cortes y Fuentes,
S.C. (included in Exhibit 5.1).
23.3 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney as included in the signature
pages to this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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;
(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 end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule
424(b) of the Securities Act if, in the aggregate,
the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement; and
(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 with or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC such indemnification is
against public policy as expressed in the Securities 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 of 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.
SIGNATURES
The Registrant. 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 Mexico City, Mexico on
July 22, 2005.
GRUPO TELEVISA, S.A.
By: /s/ Rafael Carabias Principe
--------------------------------
Name: Rafael Carabias Principe
Title: Vice President of
Administration
By: /s/ Jorge Lutteroth Echegoyen
--------------------------------
Name: Jorge Lutteroth Echegoyen
Title: Controller and Vice President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Emilio Azcarraga Jean, Alfonso de Angoitia
Noriega, Salvi Folch Viadero, Julio Barba Hurtado, Jorge Lutteroth
Echegoyen, Juan Sebastian Mijares Ortega, Joaquin Balcarcel Santa Cruz,
Rafael Carabias Principe, Guadalupe Phillips Margain, and Guillermo Nava
Gomez-Tagle and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for such
person and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to
this Registration Statement on Form S-8 and to file the same with all
exhibits 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 and to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their
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 by the following persons in the
capacities and on the date first above indicated:
SIGNATURE TITLE
/s/ Emilio Azcarraga Jean
--------------------------------- Director, Chairman of the Board
Emilio Azcarraga Jean President, and Chief Executive Officer
/s/ Maria Asuncion Aramburuzabala Director and Vice Chairwoman of the Board
Larregui
---------------------------------
Maria Asuncion Aramburuzabala
Larregui
--------------------------------- Director and Executive Vice President
Alfonso de Angoitia Noriega
/s/ Pedro Aspe Armella
--------------------------------- Director
Pedro Aspe Armella
/s/ Julio Barba Hurtado
--------------------------------- Director
Julio Barba Hurtado
/s/ Jose Antonio Baston Patino
--------------------------------- Director
Jose Antonio Baston Patino
--------------------------------- Director
Alberto Bailleres Gonzalez
--------------------------------- Director
Manuel Jorge Cutillas Covani
--------------------------------- Director
Carlos Fernandez Gonzalez
/s/ Salvi Folch Viadero
--------------------------------- Chief Financial Officer
Salvi Folch Viadero
/s/ Bernardo Gomez Martinez
--------------------------------- Director
Bernardo Gomez Martinez
/s/ Claudio X. Gonzalez Laporte
--------------------------------- Director
Claudio X. Gonzalez Laporte
--------------------------------- Director
Roberto Hernandez Ramirez
/s/ Enrique Krauze Kleinbort
--------------------------------- Director
Enrique Krauze Kleinbort
--------------------------------- Director
German Larrea Mota Velasco
/s/ Jorge Lutteroth Echegoyen
--------------------------------- Controller
Jorge Lutteroth Echegoyen
/s/ Gilberto Perezalonso Cifuentes
--------------------------------- Director
Gilberto Perezalonso Cifuentes
/s/ Alejandro Quintero Iniguez
--------------------------------- Director
Alejandro Quintero Iniguez
/s/ Fernando Senderos Mestre
--------------------------------- Director
Fernando Senderos Mestre
/s/ Enrique F. Senior Hernandez
--------------------------------- Director
Enrique F. Senior Hernandez
/s/ Carlos Slim Domit
--------------------------------- Director
Carlos Slim Domit
--------------------------------- Director
Lorenzo H. Zambrano Trevino
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the
undersigned, the duly authorized representative in the United States of
Grupo Televisa, S.A., has signed this Registration Statement on Form S-8 in
the City of Newark, State of Delaware on July 22, 2005.
SIGNATURE TITLE
/s/ Donald J. Puglisi
------------------------ Authorized Representative in the United
Donald J. Puglisi States