EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
5.01 Opinion of Wachtell, Lipton, Rosen & Katz as to legality of the
shares of Common Stock being registered
23.01 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.01
hereto)
23.02 Consent of Deloitte & Touche LLP
23.03 Consent of Ernst & Young LLP
23.04 Consent of KPMG Peat Marwick LLP
23.05 Consent of Price Waterhouse LLP
23.06 Consent of Price Waterhouse LLP
24.01 Power of Attorney (included on Page II-6 of this Registration
Statement)
99.01 Ticketmaster Group, Inc. Stock Option Agreement, dated December 15,
1993, between Ticketmaste Group, Inc. and Fredric D. Rosen
EXHIBIT 5.01
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
June 24, 1998
USA Networks, Inc.
152 West 57th Street
New York, New York 10019
Re: Registration Statement on Form S-8 of USA Networks, Inc.
--------------------------------------------------------
Members of the Board:
We are acting as special counsel to USA Networks, Inc., a
Delaware corporation ("the Company"), in connection with the above-captioned
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the up to 1,499,089
shares of common stock, par value $.01 per share (the "Common Stock"), of the
Company pursuant to the Ticketmaster Group, Inc. ("Ticketmaster") Stock Option
Agreement with Fredric D. Rosen (the "Plan").
In connection with this opinion, we have reviewed the
Registration Statement and the exhibits thereto, and we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, certificates of public officials and of officers
of the Company, the Plan and other instruments, and such matters of law and fact
as we have deemed necessary to render the opinion contained herein.
USA Networks, Inc.
June 24, 1998
Page 2
Based upon and subject to the foregoing, we are of the opinion
that the shares of Common Stock available under the Plan, when issued, delivered
and paid for in accordance with the terms and conditions of the Plan, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
/s/ WACHTELL, LIPTON, ROSEN & KATZ
Exhibit 23.02
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in a Registration Statement of
USA Networks, Inc. (formerly HSN, Inc. and Silver King Communications, Inc.)
on Form S-8, pertaining to the registration of common stock of USA Networks,
Inc. for issuance in connection with the Ticketmaster Group, Inc. Stock
Option Agreement with Fredric D. Rosen, of our report dated July 2, 1996
appearing in the Annual Report on Form 10-K of USA Networks, Inc. for the
year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
June 23, 1998
Exhibit 23.03
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Ticketmaster Group, Inc. Stock Option Agreement with
Fredric D. Rosen of our report dated March 13, 1998, with respect to the
consolidated financial statements and schedule of USA Networks, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 19, 1998
Exhibit 23.04
[Letterhead of KPMG Peat Marwick]
CONSENT OF KPMG PEAT MARWICK
The Board of Directors
USA Networks, Inc.
We consent to the use of our report dated February 24, 1995 incorporated herein
by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
June 19, 1998
Exhibit 23.05
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of USA Networks, Inc. of our report dated February 21,
1997 relating to the financial statements of USA Networks appearing on page H-7
of HSN, inc's (subsequently renamed USA Networks, Inc.) proxy statement dated
January 12, 1998.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
June 19, 1998
New York, NY
Exhibit 23.06
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of USA Networks, Inc. of our report dated December 8, 1997
relating to the financial statements of Universal Television Group appearing on
page I-9 of HSN, inc's (subsequently renamed USA Networks, Inc.)
proxy statement dated January 12, 1998.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
June 23, 1998
Century City, CA
EXHIBIT 99.01
TICKETMASTER HOLDINGS GROUP, LTD.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of December 15, 1993, by
and between TICKETMASTER HOLDINGS GROUP, LTD., an Illinois corporation (the
"Company"), and FREDRIC D. ROSEN ("Employee").
WHEREAS, the Employee is a valued employee of the Company and the
Company wishes to induce him to enter into an employment agreement dated of even
date herewith (the "Employment Agreement") and to encourage him in the
performance of his duties thereunder by granting him an option to purchase
shares of Class A common stock, no par value, of the Company (the "Common
Stock").
WHEREAS, the Employee wishes to acquire the right to purchase shares
of Common Stock.
NOW, THEREFORE, for good and valuable consideration, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Grant of Option. Subject to the provisions of Sections 2 and 3
hereof, the Company hereby grants to the Employee the right, privilege and
option to purchase on the terms and conditions hereinafter set forth 3,994,019
shares of the Company's Common Stock at an exercise price of $4.715 per share
plus such amount, if any, determined by dividing 36,699,041 (as adjusted for any
stock dividend, stock split or combination or similar transaction involving the
Company's Common Stock) into any additional capital contribution made by Paul
Allen to the Company pursuant to a letter agreement of even date between the
Company and Paul Allen (the "Option"). The Option is not intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). All provisions of this Agreement are to be
construed in conformity with this intention. Further, in the event that a
subsidiary of the Company, including Ticketmaster Corporation, sells any of its
equity securities to the public pursuant to a registration statement under the
Securities Act of 1933, as amended, other than on Forms S-4 or S-8, prior to the
time the Company sells its equity securities to the public as aforesaid,
Executive shall have the right concurrently with or after the exercise of the
option to receive shares of such Subsidiary's common stock having a value
substantially equal to the value of the Common Stock which the Employee has or
would have received from the Company.
2. Term. Except as provided in Section 3 hereof, the Option shall
be valid for a term commencing on the date hereof (the "Date of Grant") and
ending 10 years from the Date of Grant (the "Termination Date"); provided
however, that the Option shall terminate in accordance with the following:
(a) If the Employee's employment by the Company is terminated
voluntarily by the Employee or on account of Disability (as such term is defined
in the Employment Agreement), the Employee may exercise in whole or in part that
portion of the Option which has vested but not yet been exercised as of the date
of such termination at any time prior to the earlier of (i) the
Termination Date, or (ii) six months following such termination. Thereafter,
the Option shall terminate, and the Employee shall have no further rights
hereunder.
(b) If the Employee's employment by the Company is terminated by
the Company for Good Reason (as such term is defined in the Employment
Agreement), the Employee may exercise in whole or in part that portion of the
Option which has vested but not yet been exercised as of the date of such
termination at any time prior to the earlier of (i) the Termination Date, or
(ii) two years following such termination. Thereafter, the Option shall
terminate, and the Employee shall have no further rights hereunder.
(c) If the Employee's employment by the Company is terminated by
the Company for Cause (as such term is defined in the Employment Agreement), the
Option shall terminate on the date on which the Employee's employment is
terminated, and the Employee shall have no further rights hereunder.
(d) Following the death of the Employee, any vested portion of the
Option may be exercised by the Employee's personal representative or by the
distributee to whom the Employees' rights under the Option shall pass by will or
by the laws of descent and distribution, at any time prior to the earlier of (i)
the Termination Date or (ii) within six months after the date of Employee's
death.
3. Vesting. During the term provided in Section 2, the Option may
be exercised only to the extent that Employee is then vested in such Option. The
Employee shall vest in 25% of the Option as of the date hereof, and shall vest
in the remaining 75% of the Option monthly prorata over a 36 month period
beginning on January 1, 1995 and ending on January 1, 1998.
4. Method of Exercise. The Option may be exercised by written
notice (the "Notice"), addressed and delivered to the Company (Attention: Chief
Financial Officer), specifying the number of shares of Common Stock to be
purchased and accompanied by (i) a check, or (ii) that number of shares of
Common Stock which have an aggregate fair market value as of the date of
exercise equal to the exercise price, or (iii) any combination thereof. For
purposes of this Agreement, "fair market value" of a share of Common Stock shall
mean: (i) if the Common Stock is traded on a national stock exchange on the date
of exercise of the Option, fair market value shall be the closing price reported
by the applicable composite transactions report on such day, or if the Common
Stock is not traded on such date, the mean between the closing bid-and-asked
prices thereof on that date on such exchange; (ii) if the Common Stock is traded
over-the-counter and is classified as a national market issue on the date of
exercise of the Option, fair market value shall be the last reported transaction
price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded
over-the-counter and is not classified as a national market issue on the date of
exercise of the Option, fair market value shall be the mean between the last
representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if
none of the foregoing provisions is applicable, fair market value as of the date
of exercise of the Option shall be determined by the Board of Directors in good
faith on such basis as it deems appropriate. In all cases, the determination of
fair market value shall be binding and conclusive on all persons.
-2-
5. Loan. Upon written request of the Employee, the Company shall
loan Employee, from time to time, the following amount: (i) the amount necessary
to purchase the number of shares of Common Stock to be acquired upon the
exercise of the Option under Section 4, and (ii) the amount necessary to pay all
federal and state income taxes thereon. The proceeds of each loan shall be
utilized solely for the foregoing purposes. Each such loan shall bear interest
at the minimum rate which would not constitute a "below market loan" as
determined under Section 7872 of the Code. The loan shall be secured by the
shares acquired by exercise of the Option and shall be for a term expiring on
the earliest to occur of (i) the sale by Employee of shares of Common Stock
securing such loan, (ii) two years after termination of employee's employment
with the Company, regardless of cause and (iii) January 31, 1999.
6. Delivery of Stock Certificates. The Option shall be deemed to
have been exercised upon receipt by the Company of the Notice (the "Exercise
Date"). The certificate representing the shares of Common Stock purchased upon
exercise of the Option shall be issued as of the Exercise Date free and clear of
all liens or encumbrances except any liens in favor of the Company by virtue of
Section 5, and shall (i) either be delivered by the Company to the Employee
within five days following the Exercise Date or as soon thereafter as
practicable or (ii) if a loan has been made pursuant to Section 5, shall be
retained by the Company until the loan is paid in full. As a condition to the
exercise of the Option, the Company may require the Employee to represent and
warrant at the time of any such exercise that the shares of Common Stock are
being purchased for investment purposes only, for the account of the Employee
and without any intention to distribute such shares. If the shares of Common
Stock issuable upon exercise of the Option have not previously been registered
under the Securities Act of 1933, as amended (the "Securities Act"), each
certificate evidencing shares of Common Stock acquired upon exercise of the
Option shall contain on its face, or on the reverse side thereof, the following
legend:
"These shares have not been registered under the Securities Act of
1933 or under any applicable state law. They may not be offered for
sale, sold, transferred, or pledged without (1) registration under
the Securities Act of 1933 and any applicable state law, or (2) an
opinion of legal counsel satisfactory to the Company that
registration is not required."
7. Shareholder Approval. This Agreement is conditioned upon the
approval by the shareholders of the Company within twelve months after the date
of this Agreement in accordance with Rule 16b.3(b) of the Securities Exchange
Act of 1934, as it exists now or from time to time may hereafter be amended. If
such shareholder approval is obtained at a duly held shareholder's meeting, it
may be obtained by the affirmative vote of the holders of a majority of the
shares of the Company present at the meeting or represented and entitled to vote
thereon.
8. Adjustment Provisions. If, during the term of this Agreement,
there shall be any stock dividend, stock rights distribution, stock split or
combination, recapitalization, merger, consolidation, sale of assets,
reorganization or other similar change or transaction of or by the Company, an
appropriate adjustment shall be made to the number and kind of shares remaining
to be acquired upon exercise of the Option and to the exercise price of the
Option so that the value to be received by the Employee upon exercise of the
Option shall, in the aggregate, be reasonably
-3-
equivalent to the value the Employee would have received if none of the
foregoing transactions had occurred.
9. Merger, Consolidation or Sale of Assets. In the event the
Company enters into an agreement providing for (i) the sale of all or
substantially all of the assets of the Company or (ii) a merger, consolidation
or reorganization which would result in the stockholders of the Company
immediately prior to such transaction owning less that 50% of the surviving
corporation (a "Change in Control"), the Option shall become exercisable in full
without regard to any vesting limitations, and the Employee shall be entitled at
his election to either (a) receive in exchange for cancellation of his Option
the difference between the exercise price for such shares and the amount the
Employee would receive if he exercised the Option immediately prior to the
transaction and then received a distribution on such shares or disposed of the
shares in the transaction, or (b) in the case of a merger, consolidation or
reorganization, convert the Option to an option to acquire shares of equivalent
value in the surviving corporation, if the surviving corporation is not the
Company. The Company shall notify Employee at least 10 days prior to any Change
in Control.
10. Withholding Obligations. In the event that the Company is
required to satisfy withholding obligations under the Code as a result of the
exercise of the Option, the Employee may request that, in lieu of withholding
amounts from the Employee's paycheck or requiring that the Employee deliver a
check in the amount of the withholding obligation, the Company shall withhold
that number of shares of Common Stock which have a fair market value (determined
in accordance with the provisions of Section 4 hereof) on the Exercise Date
equal to the amount required to be withheld.
11. Non-Transferability. The Option is not transferable or
assignable by the Employee other than by will or by the laws of descent and
distribution and are exercisable during the lifetime of the Employee only by the
Employee.
12. Compliance with Law. By accepting the Option, the Employee
agrees for himself and his legal representative that the Company shall not be
required to deliver any shares of Common Stock upon the exercise of the Option
until such shares have been qualified for delivery under applicable securities
laws and regulations as reasonably determined by the Company or its legal
counsel.
13. Rights as a Stockholder; Not an Employment Agreement. The
Employee shall have no rights as a stockholder of the Company with respect to
shares of Common Stock subject to the Option until the Option has been exercised
and payment made as herein provided and certificates representing the shares as
to which the Option has been exercised have been delivered to the Employee or
retained by the Company as security for a loan made pursuant to Section 5.
Nothing contained in this Agreement shall be construed to be a contract of
employment between the Company and the Employee.
-4-
14. Construction.
(a) Successors. This Agreement and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective legal representatives, heirs and successors, except
as expressly herein otherwise provided.
(b) Entire Agreement; Modification. This Agreement contains the
entire understanding between the parties with respect to the matters referred to
herein and such agreement shall not be modified, except by written instrument
signed by the parties hereto.
(c) Headings; Pronouns; Governing Law. The descriptive headings of
the respective sections and subsections of this Agreement are inserted for
convenience of reference only and shall not be deemed to modify or construe the
provisions which follow them. Any use of any masculine pronoun shall include the
feminine and vice-versa and any use of a singular, the plural and vice-versa, as
the context and facts may require. The construction and interpretation of this
Agreement shall be governed in all respects by the laws of the State of
Illinois.
(d) Notices. All communications between the parties shall be in
writing and shall be deemed to have been duly given as of the date and time of
hand delivery or three days after mailing via certified or registered mail,
return receipt requested, proper postage prepaid to the following or such other
addresses of which the parties shall from time to time notify one another:
If to the Company:
Ticketmaster Holdings Group, Ltd.
3701 Wilshire Boulevard
Los Angeles, California 90010
If to the Employee:
Fredric D. Rosen
3701 Wilshire Boulevard
Los Angeles, California 90010
(e) Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the minimal extent of
such provision or the remaining provisions of this Agreement or the application
of such provision to other parties or circumstances.
IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Agreement as of the date first above written.
-5-
TICKETMASTER HOLDINGS GROUP, LTD.
By:
--------------------------------
Title:
EMPLOYEE:
/s/ Fredric D. Rosen
-----------------------------------
FREDRIC D. ROSEN
-6-
