As filed with the Securities and Exchange Commission on April 30, 2003
Registration No. 333-67296
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or jurisdiction of incorporation or organization) |
12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5400 (Address and telephone number of principal executive offices) |
84-1288730 (I.R.S. Employer Identification No.) |
Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective September 11, 2002)
Tele-Communications, Inc. 1992 Stock Incentive Plan
Amended and Restated Tele-Communications, Inc. 1994 Stock Incentive Plan (As Amended and Restated Effective September 10, 1997)
Tele-Communications, Inc. 1995 Employee Stock Incentive Plan
Amended and Restated Tele-Communications, Inc. 1996 Incentive Plan (as Amended and Restated Effective September 10, 1997)
Tele-Communications, Inc. 1998 Incentive Plan
Four Media Company 1997 Stock Plan Stock Option Agreement (as amended)
Four Media Company Replacement Nonqualified Stock Option Agreement with Repurchase Provisions
International Post Limited 1993 Long Term Incentive Plan
Liberty Digital, Inc. Amended and Restated 1997 Stock Incentive Plan
Tele-Communications International, Inc. 1996 Nonemployee Director Stock Option Plan
Tele-Communications International, Inc. 1995 Stock Incentive Plan
The Associated Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan
Copy to: |
||
Charles Y. Tanabe, Esq. Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5400 (Name, address and telephone number of agent for service) |
Robert W. Murray Jr., Esq. Baker Botts L.L.P. 30 Rockefeller Plaza New York, New York 10112 (212) 408-2500 |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
---|---|---|---|---|---|---|---|---|
Series A Common Stock, $.01 Par Value | 79,898,257(1)(2) | $15.65 | $1,250,408,000 | |||||
(3) | ||||||||
Series B Common Stock, $.01 Par Value | 15,824,000(1)(2) | $16.95 | $268,217,000 | |||||
This Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-8, File No. 333-67296 (the "Original Form S-8"), which was filed on August 10, 2001, is being filed (i) to decrease the number of shares of the Registrant's Series A common stock, par value $.01 per share ("Series A Common Stock"), registered hereby by 10,000,000 shares and to increase the number of shares of the Registrant's Series B common stock, par value $.01 per share ("Series B Common Stock"), registered hereby by 10,000,000 shares, and (ii) to include the option plans listed on the cover of this Amendment which are administered by the Registrant to the extent that options exercisable for shares of Series A Common Stock or Series B Common Stock were granted thereunder and remain outstanding.
The contents of the Original Form S-8 are incorporated by reference into this Post-Effective Amendment No. 1.
Item 8. Exhibits.
Exhibit No. |
Description |
|
---|---|---|
4 |
Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective September 11, 2002) (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 25, 2003, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2002, filed on April 9, 2003). |
|
5 |
Opinion of Baker Botts L.L.P. as to the legality of the securities being registered. |
|
23.1 |
Consent of KPMG LLP. |
|
23.2 |
Consent of KPMG Audit plc. |
|
23.3 |
Consent of Baker Botts L.L.P. (included in Exhibit 5). |
2
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 Englewood, State of Colorado, on April 30, 2003.
LIBERTY MEDIA CORPORATION | |||
By: |
/s/ CHARLES Y. TANABE |
||
Name: | Charles Y. Tanabe | ||
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date |
||
---|---|---|---|---|
* John C. Malone |
Chairman of the Board and Director | * | ||
* Robert R. Bennett |
President, Chief Executive Officer (Principal Executive Officer) and Director |
* |
||
* Gary S. Howard |
Executive Vice President, Chief Operating Officer and Director |
* |
||
* David J.A. Flowers |
Senior Vice President and Treasurer (Principal Financial Officer) |
* |
||
* Christopher W. Shean |
Senior Vice President and Controller (Principal Accounting Officer) |
* |
||
* Donne F. Fisher |
Director |
* |
||
* Paul A. Gould |
Director |
* |
||
3
* Jerome H. Kern |
Director |
* |
||
* David E. Rapley |
Director |
* |
||
* Larry E. Romrell |
Director |
* |
By: |
/s/ ROBERT W. MURRAY JR. Robert W. Murray Jr. Attorney-in-Fact |
April 30, 2003 |
4
Exhibit No. |
Description |
|
---|---|---|
4 |
Liberty Media Corporation 2000 Incentive Plan (As Amended and Restated Effective September 11, 2002) (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 25, 2003, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2002, filed on April 9, 2003). |
|
5 |
Opinion of Baker Botts L.L.P. as to the legality of the securities being registered. |
|
23.1 |
Consent of KPMG LLP. |
|
23.2 |
Consent of KPMG Audit plc. |
|
23.3 |
Consent of Baker Botts L.L.P. (included in Exhibit 5). |