Registration No. 333-_______
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UNITED STATES 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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WORLD WRESTLING ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2693383
(State or other jurisdiction of incorporation or organization) (I.R.S.Employer Identification No.)
1241 EAST MAIN STREET
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices) (Zip Code)
WORLD WRESTLING ENTERTAINMENT, INC., EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
EDWARD L. KAUFMAN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
WORLD WRESTLING ENTERTAINMENT, INC.
1241 EAST MAIN STREET
STAMFORD, CONNECTICUT 06902
(Name and address of agent for service)
(203) 352-8600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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Class A Common Stock, par 2,000,000 $11.47 $22,940,000 $2,110.48
value $.01 per share
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(1) This Registration Statement also registers additional securities to
be offered or issued upon adjustment or changes made to the registered
securities by reason of any stock splits, stock dividends or similar
transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities
Act of 1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c). The fee is calculated on the basis of the average
of the high and low sale prices for the Registrant's Class A Common Stock
reported on the New York Stock Exchange on July 11, 2002.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), are incorporated by reference into this
Registration Statement: (i) Annual Report on Form 10-K for the fiscal year ended
April 20, 2001; (ii) Quarterly Reports on Form 10-Q for the fiscal quarters
ended July 27, 2001, October 26, 2001 and January 25, 2002; (iii) Proxy
Statement dated August 17, 2001; and (iv) the description of our Class A common
stock contained in our Registration Statements on Form 8-A filed October 14,
1999 and September 22, 2000.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the World
Wrestling Entertainment, Inc. Employee Stock Purchase Plan meeting the
requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "DGCL") permits a corporation, in its certificate of incorporation, to
limit or eliminate the liability of directors to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty, except for
liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for the
unlawful payment of a dividend or an unlawful stock purchase or redemption under
Section 174 of the DGCL, or (d) for any transaction from which the director
derived an improper personal benefit. The Registrant's amended and restated
certificate of incorporation contains the following provision regarding the
elimination of liability for its directors:
The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by Section 102(b)(7) of the
General Corporation Law of the State of Delaware, as the same may be
amended and supplemented. Without limiting
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the generality of the foregoing, no director shall be personally liable to
the Corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (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) pursuant to Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain circumstances, subject to certain
limitations, against specified costs and expenses actually and reasonably
incurred in connection with an action, suit or proceeding, whether civil,
criminal, administrative or investigative. The Registrant's amended and restated
certificate of incorporation contains a provision that the Registrant indemnify
any person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was a director,
officer, employee or agent of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person.
Article VI of the Registrant's amended and restated by-laws contains
similar provisions and permits the Registrant to maintain insurance on behalf of
any person who is or was or has agreed to become a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her or on his or her behalf in any such capacity, or arising out of his or
her status as such, whether or not the Registrant would have the power to
indemnify him or her against such liability under the provisions of the
Registrant's amended and restated by-laws. The Registrant has purchased
directors' and officers' liability insurance covering certain liabilities which
may be incurred by the officers and directors of the Registrant in connection
with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
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EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on
Form S-1, originally filed on August 3, 1999, as
amended on September 10, 1999, September 22, 1999,
October 13, 1999 and October 15, 1999 (File No.
333-84327)).
4.1(a) Amendment to Amended and Restated Certificate of
Incorporation (filed herewith).
4.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1,
originally filed on August 3, 1999, as amended on
September 10, 1999, September 22, 1999, October 13,
1999 and October 15, 1999 (File No. 333-84327)).
4.2(a) Amendment to Amended and Restated By-Laws (filed
herewith)
5.1 Opinion of Kirkpatrick & Lockhart LLP (filed
herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Kirkpatrick & Lockhart LLP (included in
the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature
page of this Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of 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;
(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) of this section
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 Commission 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 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 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
Commission 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 whether such
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indemnification by it is against public policy as expressed in the
Securities 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, 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 Stamford, State of Connecticut, on July 12, 2002.
WORLD WRESTLING ENTERTAINMENT, INC.
By: /s/ VINCENT K. MCMAHON
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Vincent K. McMahon
Chairman of the Board of Directors
We, the undersigned directors and officers of World Wrestling
Entertainment, Inc., do hereby constitute and appoint Edward L. Kaufman and
August J. Liguori, or either of them, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act and any rules, regulations and
requirements of the Commission, in connection with this Registration Statement,
including specifically, but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto and we do hereby ratify
and confirm all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Vincent K. Mcmahon Chairman of the Board of Directors July 12, 2002
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Vincent K. McMahon
/s/ Linda E. Mcmahon Chief Executive Officer (Principal July 12, 2002
--------------------------------------- Executive Officer) and a Director
Linda E. McMahon
/s/ AUGUST J. LIGUORI Executive Vice President and Chief July 12, 2002
--------------------------------------- Financial Officer (Principal Financial
August J. Liguori Officer) and a Director
/s/ Frank G. Serpe Senior Vice President-Finance and Chief July 12, 2002
--------------------------------------- Accounting Officer (Principal Accounting
Frank G. Serpe Officer)
/s/ Director
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Lowell P. Weicker, Jr.
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SIGNATURE CAPACITY DATE
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/s/ David Kenin Director July 10, 2002
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David Kenin
/s/ Joseph Perkins Director July 12, 2002
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Joseph Perkins
/s/ Michael B. Solomon Director July 12, 2002
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Michael B. Solomon
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1,
originally filed on August 3, 1999, as amended on
September 10, 1999, September 22, 1999, October 13, 1999
and October 15, 1999 (File No. 333-84327)).
4.1(a) Amendment to Amended and Restated Certificat e of
Incorporation (filed herewith).
4.2 Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form S-1,
originally filed on August 3, 1999, as amended on
September 10, 1999, September 22, 1999, October 13, 1999
and October 15, 1999 (File No. 333-84327).
4.2(a) Amendment to Amended and Restated By-Laws (filed
herewith).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the
legality of the shares being registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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