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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-1288730
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9197 SOUTH PEORIA STREET
ENGLEWOOD, COLORADO 80112
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each class is to be
Title of each class to be so registered: registered:
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SERIES A COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
SERIES B COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
Securities Act registration statement file number to which this form relates:
333-55998
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereby are the Series A Common
Stock, par value $.01 per share (the "Series A Common Stock"), and the Series B
Common Stock, par value $.01 per share (the "Series B Common Stock" and together
with the Series A Common Stock, the "Common Stock"), of Liberty Media
Corporation (the "Registrant").
Reference is made to the Registration Statement on Form S-1 of
the Registrant, as filed with the Securities and Exchange Commission on February
21, 2001, Registration No. 333-55998 (as amended on March 30, 2001, May 24, 2001
and June 14, 2001, the "S-1 Registration Statement"). The S-1 Registration
Statement relates to the issuance of the Registrant's Common Stock in the
Registrant's split off (the "Split Off") from AT&T Corp. ("AT&T"). The
Registrant has applied to list the Series A Common Stock and Series B Common
Stock on The New York Stock Exchange under the symbols "LMC.A" and "LMC.B",
respectively, which, if approved, would become effective upon the consummation
of the Split Off.
For a description of the Common Stock, please see the
information set forth under the caption "Description of our Capital Stock" in
the S-1 Registration Statement, which information is incorporated herein by
reference. For convenience of reference, a copy of such information is filed as
Annex A hereto.
ITEM 2. EXHIBITS
The following exhibits are filed as part of this Registration
Statement on Form 8-A (in addition to Annex A attached hereto):
1. Restated Certificate of Incorporation of the Registrant to be in effect
upon the consummation of the Split Off (incorporated by reference to
Exhibit 3.2 to the S-1 Registration Statement).
2. Bylaws of the Registrant to be in effect upon the consummation of the
Split Off (incorporated by reference to Exhibit 3.4 to the S-1
Registration Statement).
3. Specimen certificate for shares of Series A Common Stock (incorporated
by reference to Exhibit 4.1 to the S-1 Registration Statement).
4. Specimen certificate for shares of Series B Common Stock (incorporated
by reference to Exhibit 4.2 to the S-1 Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Liberty Media Corporation
By: /s/ Charles Y. Tanabe
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Name: Charles Y. Tanabe
Title: Senior Vice President,
Secretary and
General Counsel
Date: July 24, 2001
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ANNEX A
DESCRIPTION OF OUR CAPITAL STOCK
The following information reflects our restated certificate of
incorporation and bylaws as these documents will be in effect at the time of the
split off.
AUTHORIZED CAPITAL STOCK
Our authorized capital stock consists of four billion four hundred fifty
million (4,450,000,000) shares, of which four billion four hundred million
(4,400,000,000) shares are designated common stock, par value $0.01 per share,
and fifty million (50,000,000) shares are designated preferred stock, par value
$0.01 per share. Our common stock is divided into two series. We have authorized
four billion (4,000,000,000) shares of Series A common stock and four hundred
million (400,000,000) shares of Series B common stock. Immediately following the
split off, approximately 2,376,765,000 shares of our Series A common stock and
212,045,000 shares of our Series B common stock will be outstanding, based upon
the number of shares of AT&T's Liberty Media Group tracking stock outstanding as
of February 28, 2001, and assuming no exercise of outstanding stock options or
warrants.
OUR COMMON STOCK
The holders of our Series A common stock and Series B common have equal
rights, powers and privileges, except as otherwise described below.
VOTING RIGHTS
The holders of our Series A common stock will be entitled to one vote for
each share held, and the holders of our Series B common stock will be entitled
to ten votes for each share held, on all matters voted on by our stockholders,
including elections of directors. Our charter does not provide for cumulative
voting in the election of directors.
DIVIDENDS; LIQUIDATION
Subject to any preferential rights of any outstanding series of our
preferred stock created by our board from time to time, the holders of our
common stock will be entitled to such dividends as may be declared from time to
time by our board from funds available therefor. Except as otherwise described
under "-- Distributions," whenever a dividend is paid to the holders of one of
our series of common stock, we shall also pay to the holders of the other series
of our common stock an equal per share dividend. For a more complete discussion
of our dividend policy, please see "Dividend Policy."
CONVERSION
Each share of our Series B common stock is convertible, at the option of
the holder, into one share of our Series A common stock. Our Series A common
stock is not convertible.
DISTRIBUTIONS
Distributions made in shares of our Series A common stock, our Series B
common stock or any other security with respect to our Series A common stock or
Series B common stock may be declared and paid only as follows:
- a share distribution consisting of shares of our Series A common stock
(or securities convertible therefor) to holders of our Series A common
stock and Series B common stock, on an equal per share basis; or
consisting of shares of our Series B common stock (or securities
convertible therefor) to holders of our Series A common stock and Series
B common stock, on an equal per
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share basis; or consisting of shares of our Series A common stock (or
securities convertible therefor) to holders of our Series A common stock
and, on an equal per share basis, shares of our Series B common stock (or
securities convertible therefore) to holders of our Series B common
stock; and
- a share distribution consisting of shares of any class or series of
securities of us or any other person, other than our Series A common
stock or Series B common stock (or securities convertible therefor),
either on the basis of a distribution of identical securities, on an
equal per share basis, to holders of our Series A common stock and Series
B common stock or on the basis of a distribution of one class or series
of securities to holders of our Series A common stock and another class
or series of securities to holders of our Series B common stock, provided
that the securities so distributed do not differ in any respect other
than their relative voting rights and related differences in designation,
conversion and share distribution provisions, with holders of shares of
Series B common stock receiving the class or series having the higher
relative voting rights, and provided further that if the securities so
distributed constitute capital stock of one of our subsidiaries, such
rights shall not differ to a greater extent than the corresponding
differences in voting rights, designation, conversion and share
distribution provisions between our Series A common stock and Series B
common stock, and provided further in each case that the distribution is
otherwise made on an equal per share basis.
We may not reclassify, subdivide or combine either series of our common
stock without reclassifying, subdividing or combining the other series of our
common stock, on an equal per share basis.
LIQUIDATION AND DISSOLUTION
In the event of our liquidation, dissolution or winding up, after payment
or provision for payment of our debts and liabilities and subject to the prior
payment in full of any preferential amounts to which our preferred stock holders
may be entitled, the holders of our Series A common stock and Series B common
stock will share equally, on a share for share basis, in our assets remaining
for distribution to our common stockholders.
OUR PREFERRED STOCK
Our restated certificate of incorporation authorizes our board of directors
to establish one or more series of our preferred stock and to determine, with
respect to any series of our preferred stock, the terms and rights of the
series, including:
- the designation of the series;
- the number of authorized shares of the series, which number our board may
thereafter increase or decrease but not below the number of such shares
then outstanding;
- the dividend rate or amounts, if any, payable on the shares and, in the
case of cumulative dividends, the date or dates from which dividends on
all shares of the series shall be cumulative;
- the rights of the series in the event of our voluntary or involuntary
liquidation, dissolution or winding up;
- the rights, if any, of the series to convert into or exchange for other
classes or series of stock or indebtedness and the terms and conditions
of any such conversion or exchange, including provision for adjustments
within the discretion of our board;
- the voting rights, if any, of the holders of the series;
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- the terms and conditions, if any, for us to purchase or redeem the
shares; and
- any other relative rights, preferences and limitations of the series.
We believe that the ability of our board of directors to issue one or more
series of our preferred stock will provide us with flexibility in structuring
possible future financings and acquisitions, and in meeting other corporate
needs which might arise. The authorized shares of our preferred stock, as well
as shares of our common stock, will be available for issuance without further
action by our stockholders, unless such action is required by applicable law or
the rules of any, stock exchange or automated quotation system on which our
securities may be listed or traded. If the approval of our stockholders is not
required for the issuance of shares of our preferred stock or our common stock,
our board may determine not to seek stockholder approval.
Although our board of directors has no intention at the present time of
doing so, it could issue a series of our preferred stock that could, depending
on the terms of such series, impede the completion of a merger, tender offer or
other takeover attempt. Our board of directors will make any determination to
issue such shares based upon its judgment as to the best interests of our
company and our stockholders. Our board of directors, in so acting, could issue
our preferred stock having terms that could discourage an acquisition attempt
through which an acquiror may be able to change the composition of our board of
directors, including a tender offer or other transaction that some, or a
majority, of our stockholders might believe to be in their best interests or in
which stockholders might receive a premium for their stock over the then-current
market price of the stock.
ANTI-TAKEOVER EFFECTS OF PROVISIONS OF OUR RESTATED CERTIFICATE OF INCORPORATION
AND BYLAWS
BOARD OF DIRECTORS
Our restated certificate of incorporation and bylaws provide that, subject
to any rights of the holders of any series of our preferred stock to elect
additional directors, the number of our directors shall not be less than three
and the exact number shall be fixed from time to time by a resolution adopted by
the affirmative vote of 75% of the members of our board then in office. The
members of our board, other than those who may be elected by holders of our
preferred stock, are divided into three classes. Each class consists, as nearly
as possible, of a number of directors equal to one-third of the then authorized
number of board members. The term of office of our Class I directors expires at
the annual meeting of our stockholders in 2002. The term of office of our Class
II directors expires at the annual meeting of our stockholders in 2003. The term
of office of our Class III directors expires at the annual meeting of our
stockholders in 2004. At each annual meeting of our stockholders, the successors
of that class of directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of our stockholders
held in the third year following the year of their election. The directors of
each class will hold office until their respective successors are elected and
qualified.
Our restated certificate of incorporation provides that, subject to the
rights of the holders of any series of our preferred stock, our directors may be
removed from office only for cause upon the affirmative vote of the holders of
at least a majority of the total voting power of our outstanding capital stock
entitled to vote at an election of directors, voting together as a single class.
Our restated certificate of incorporation provides that, subject to the
rights of the holders of any series of our preferred stock, vacancies on our
board resulting from death, resignation, removal, disqualification or other
cause, and newly created directorships resulting from any increase in the number
of directors on our board, shall be filled only by the affirmative vote of a
majority of the remaining directors then in office (even though less than a
quorum) or by the sole remaining director. Any director so elected shall hold
office for the remainder of the full term of the class of directors in which the
vacancy occurred or to which the new directorship is apportioned, and until that
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting our board shall shorten the term of any
incumbent director, except as may be provided in any certificate of designation
with respect to a series of
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our preferred stock with respect to any additional director elected by the
holders of the series of our preferred stock.
These provisions would preclude a third party from removing incumbent
directors and simultaneously gaining control of our board by filling the
vacancies created by removal with its own nominees. Under the classified board
provisions described above, it would take at least two elections of directors
for any individual or group to gain control of our board. Accordingly, these
provisions could discourage a third party from initiating a proxy contest,
making a tender offer or otherwise attempting to gain control of us.
NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS
Our restated certificate of incorporation provides that, except as
otherwise provided in the terms of any series of preferred stock, any action
required to be taken or which may be taken at any annual meeting or special
meeting of stockholders may not be taken without a meeting and may not be
effected by any consent in writing by such holders. Except as otherwise required
by law and subject to the rights of the holders of any series of our preferred
stock, special meetings of our stockholders for any purpose or purposes may be
called only by our Secretary (1) upon the written request of holders of not less
than 66 2/3% of the total voting power of our outstanding capital stock or (2)
at the request of at least 75% of the members of our board then in office. No
business other than that stated in the notice of special meeting shall be
transacted at any special meeting.
ADVANCE NOTICE PROCEDURES
Our bylaws establish an advance notice procedure for stockholders to make
nominations of candidates for election as directors or to bring other business
before an annual meeting of our stockholder.
All nominations by stockholders shall be made pursuant to timely notice in
proper written form to our Secretary. To be timely, a stockholder's notice shall
be given to our Secretary at our offices: (1) with respect to any election to be
held at an annual meeting of our stockholders which is called for a date that is
within thirty days before or after the anniversary date of the immediately
preceding annual meeting of our stockholders, not less than ninety days in
advance of such meeting nor more than one-hundred twenty days prior to such
anniversary date, and (2) with respect to an election (A) to be held at an
annual meeting of our stockholders which is called for a date that is not thirty
days before or after the anniversary date of the immediately preceding annual
meeting of our stockholders or (B) to be held at a special meeting of our
stockholders for election of directors, not later than the close of business on
the tenth day following the day on which notice of such meeting is mailed to our
stockholders or public disclosure of the date of the meeting was made, whichever
occurred first. The public announcement of an adjournment or postponement of a
meeting of our stockholders does not commence a new time period (or extend any
time period) for the giving of any such stockholder notice. However, if the
number of directors to be elected to our board at any meeting is increased, and
we do not make a public announcement naming all of the nominees for director or
specifying the size of the increased board at least one hundred days prior to
the anniversary date of the immediately preceding annual meeting, a
stockholder's notice shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to our Secretary at our offices not later than the close of business
on the tenth day following the day on which we first make the relevant public
announcement.
For other business to be properly requested to be brought before an annual
meeting by one of our stockholders, the stockholder must have given timely
notice of such business in proper written form to our Secretary. To be timely, a
stockholder's notice must be received at our offices (1) in the case of an
annual meeting that is called for a date that is within thirty days before or
after the anniversary date of the immediately preceding annual meeting of our
stockholders, not less than ninety days nor more than one-hundred twenty days
prior to the meeting, and (2) in the case of an annual meeting that is called
for a date that is not within thirty days before or after the anniversary date
of the immediately preceding annual meeting, not later than the close of
business on the tenth day following the day on which notice of the date of the
meeting was communicated to stockholders or public disclosure of the date of the
meeting was made, whichever occurs first. The public announcement of an
adjournment or postponement of a meeting
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of our stockholders does not commence a new time period (or extend any time
period) for the giving of any such stockholder notice.
AMENDMENT
Our restated certificate of incorporation provides that, subject to the
rights of the holders of any series of our preferred stock, the affirmative vote
of the holders of at least 66 2/3% of the voting power of our outstanding
capital stock, voting together as a single class, is required to adopt, amend or
repeal any provision of our restated certificate of incorporation or the
addition or insertion of other provisions in the certificate, provided that the
foregoing voting requirement shall not apply to any adoption, amendment, repeal,
addition or insertion (1) as to which the General Corporation Law of Delaware,
as then in effect, does not require the consent of our stockholders or (2) which
at least 75% of the members of our board then in office has approved. Our
restated certificate of incorporation further provides that the affirmative vote
of the holders of at least 66 2/3% of the voting power of our outstanding
capital stock, voting together as a single class, is required to adopt, amend or
repeal any provision of our bylaws, provided that the foregoing voting
requirement shall not apply to any adoption, amendment or repeal approved by the
affirmative vote of not less than 75% of the members of our board then in
office.
TRANSFER AGENT AND REGISTRAR
EquiServe Trust Company, N.A., will be the transfer agent and registrar for
our common stock.
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EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement
on Form 8-A (in addition to Annex A attached hereto):
1. Restated Certificate of Incorporation of the Registrant to be
in effect upon the consummation of the Split Off (incorporated
by reference to Exhibit 3.2 to the S-1 Registration
Statement).
2. Bylaws of the Registrant to be in effect upon the consummation
of the Split Off (incorporated by reference to Exhibit 3.4 to
the S-1 Registration Statement).
3. Specimen certificate for shares of Series A Common Stock
(incorporated by reference to Exhibit 4.1 to the S-1
Registration Statement).
4. Specimen certificate for shares of Series B Common Stock
(incorporated by reference to Exhibit 4.2 to the S-1
Registration Statement).