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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WORLD WRESTLING ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2693383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1241 East Main Street
Stamford, CT 06902
(Address of principal executive offices)
2007 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
James W. Langham
Senior Vice President and Assistant General Counsel
1241 East Main Street
Stamford, CT 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 Amount to be Proposed maximum Proposed maximum Amount of
securities registered (1) offering price aggregate registration
to be registered per share offering price fee
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Class A Common Stock, par 4,901,643 $16.42(2) $80,484,978 $3,163
value $0.01 per share
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(1) This Registration Statement also registers additional securities to be
offered or issued upon adjustments or changes made to 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(h). The fee is calculated on the basis of the average of
the high and low trading prices for the Registrant's Class A common stock on May
14, 2008, as reported on the New York Stock Exchange Composite Tape.
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 Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated by reference into
this Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended December 31,
2007, as filed on March 7, 2008.
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2008, as filed on May 9, 2008.
The Registrant's Current Reports on Form 8-K filed on March 19, 2008
and May 6, 2008.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2007.
The description of the Registrant's common stock contained in the
Registrant's Registration Statement on Form S-1 filed under Section 12(b) of the
Exchange Act, including all amendments and reports updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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 2007
Omnibus Incentive 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
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restated certificate of incorporation, as amended, 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 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 also 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 a
person for whom he 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 and incurred by him or on his behalf in any such
capacity, or arising out of his status as such, whether or not the Registrant
would have the power to indemnify him against such liability under the
provisions of the Registrant's by-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
3.1 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 (No. 333-84327).
3.1A Amendment to Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 4.1(a) to our Registration
Statement on Form S-8, filed July 15, 2002).
3.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.4 to our Registration Statement on Form S-1 (no.
333-84327)).
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3.2A Amendment to Amended and Restated By-Laws (incorporated by
reference to Exhibit 4.2(a) to our Registration Statement on Form
S-8, filed July 15, 2002).
5.1 Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP ("K&L
Gates") regarding the legality of the shares being registered
hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of K&L Gates (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 Section
15(d) of the Exchange Act that are incorporated by reference in this
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 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 this 9th day of
May, 2008.
WORLD WRESTLING ENTERTAINMENT, INC.
By: /s/ Michael Sileck
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Michael Sileck
Chief Operating Officer
We, the undersigned directors and officers of World Wrestling
Entertainment, Inc., do hereby constitute and appoint Michael Sileck and George
A. Barrios 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
---------------------------- Co-Principal Executive May 9, 2008
Vincent K. McMahon Officer
/s/ Linda E. McMahon
---------------------------- Co-Principal Executive May 9, 2008
Linda E. McMahon Officer
/s/ George A. Barrios
---------------------------- Principal Accounting and May 9, 2008
George A. Barrios Financial Officer
/s/ Michael Sileck
---------------------------- Director May 9, 2008
Michael Sileck
/s/ Robert A. Bowman
---------------------------- Director May 9, 2008
Robert A. Bowman
/s/ David Kenin
---------------------------- Director May 9, 2008
David Kenin
/s/ Joseph Perkins
---------------------------- Director May 9, 2008
Joseph Perkins
/s/ Michael B. Solomon
---------------------------- Director May 9, 2008
Michael B. Solomon
/s/ Lowell P. Weicker, Jr.
---------------------------- Director May 9, 2008
Lowell P. Weicker, Jr.
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EXHIBIT INDEX
Exhibit No. Description
3.1 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 (No.
333-84327).
3.1A Amendment to Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 4.1(a)
to our Registration Statement on Form S-8, filed July 15,
2002).
3.2 Amended and Restated By-laws (incorporated by reference to
Exhibit 3.4 to our Registration Statement on Form S-1 (no.
333-84327)).
3.2A Amendment to Amended and Restated By-Laws (incorporated by
reference to Exhibit 4.2(a) to our Registration Statement on
Form S-8, filed July 15, 2002).
5.1 Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP
("K&L Gates") regarding the legality of the shares being
registered hereunder (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of K&L Gates (included in the Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Exhibit 5.1
May 9, 2008
World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, CT 06902
Ladies and Gentlemen:
We are counsel to World Wrestling Entertainment, Inc., a Delaware
corporation (the "Company"), and we have acted as counsel to the Company in
connection with the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission for the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 4,901,643 shares of the Company's common
stock, par value $.01 per share (the "Shares"), which Shares are to be issued
from time to time to employees, directors, consultants and independent
contractors of the Company or any of its subsidiaries in connection with the
Company's 2007 Omnibus Incentive Plan (the "Plan").
This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
You have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of rendering that
opinion, we have examined copies of the Plan, the Registration Statement, the
Company's Certificate of Incorporation, as amended, and Bylaws, and the
corporate actions of the Company that provides for the issuance of the Shares,
and we have made such other investigation as we have deemed appropriate. We have
examined and relied upon certificates of public officials. In rendering our
opinion, we also have made the assumptions that are customary in opinion letters
of this kind. We have not verified any of those assumptions.
Based upon and subject to the foregoing and the additional qualifications
and other matters set forth below, we are of the opinion that the Shares have
been duly and validly authorized and reserved for issuance, and that the Shares,
when issued in accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
The opinions expressed in this opinion letter are limited to the General
Corporation Law of the State of Delaware and federal law of the United States.
The foregoing opinions are
rendered as of the date of this letter. We assume no obligation to update or
supplement any of such opinions in order to reflect any changes of law or fact
that may occur.
We are furnishing this opinion letter to you solely in connection with the
Registration Statement. You may not rely on this opinion letter in any other
connection, and it may not be furnished to or relied upon by any other person
for any purpose, without our specific prior written consent. We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In
giving our consent we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations thereunder.
Very truly yours,
/s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated March 5, 2008, relating to the consolidated
financial statements and financial statement schedule of World Wrestling
Entertainment, Inc., and the effectiveness of World Wrestling Entertainment,
Inc.'s internal control over financial reporting, appearing in the Annual Report
on Form 10-K of World Wrestling Entertainment, Inc. for the year ended December
31, 2007.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
May 13, 2008